AGREEMENT FOR PURCHASE AND SALE OF ASSETS
                                  By and among
                         RCP COMMUNICATIONS GROUP, INC.
                                  COLMENA CORP.
                                       And
                        BUSINES TECHNOLOGY SYSTEMS, INC.


                                TABLE OF CONTENTS                         Page

ARTICLE I        PURCHASE AND SALES OF ASSETS                                 1
        1.1     Purchase and Sale of Assets                                   1
        1.2     Purchase Price                                                1


ARTICLE II   REPRESENTATIVES AND WARRANTIES OF SELLER                         2

         2.1    Organization                                                  2
         2.2    Subsidiaries                                                  2
         2.3    Financial Statements                                          2
         2.4    No Adverse Changes                                            2
         2.5    Liabilities                                                   3
         2.6    Tax Returns                                                   3
         2.7    Leases                                                        3
         2.8    Tangible Personal Property                                    3
         2.9    Tradenames and Licenses                                       3
         2.10   Title to Assets                                               4
         2.11   Service Contracts                                             4
         2.12   Compliance with Laws                                          4
         2.13   Litigation                                                    4
         2.14   No Violation or Breach                                        5
         2.15   Authority and Consents                                        5
         2.16   Disclosure                                                    5

ARTICLE III         BUYER'S REPRESENTATIONS AND WARRANTIES                    5
         3.1    Organization                                                  5
         3.2    Authority and Consent                                         5

ARTICLE IV            SELLER'S OBLIGATIONS BEFORE CLOSING                     6
         4.1    Confidentiality                                               6
         4.2    Conduct of Business in Normal Course                          6
         4.3    Exclusivity                                                   6
         4.4    Bulk Sales Law                                                6

ARTICLE V             BUYER'S OBLIGATIONS BEFORE CLOSING                      7
         5.1    Confidentiality                                               7
         5.2    Consents of Third Party                                       7
         5.3    Sales Tax Documents                                           7

ARTICLE VI        CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE                 8
         6.1    Buyer'S Due Diligence                                         8
         6.2    Seller's Representations and Warranties                       8
         6.3    Performance by Seller                                         8
         6.4    Material Adverse Change                                       9
         6.5    Absence of Litigation                                         9
         6.6    Board /Shareholder Approval                                   9
         6.7    Florida Tax Clearance                                         9
         6.8    Consents                                                      9
         6.9    Corporate Approval                                            9
         6.10   Approval of Documentation                                     9


                                      Page 96
<PAGE>

ARTICLE VII      CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE                 9
         7.1    Consents                                                     10
         7.2    Accuracy of Buyer's Representations and Warranties           10
         7.3    Buyer's Performance                                          10
         7.4    Corporate Approval                                           10
         7.5    Absence of Litigation                                        10

ARTICLE VIII                   OTHER AGREEMENT                               10
         8.1    Seth's Employment Agreement                                  10

ARTICLE IX                       THE CLOSING                                 11
         9.1    Closing Date                                                 11
         9.2    Seller's Obligations at Closing                              11
         9.3    Buyer's Obligations at Closing                               12

ARTICLE X             SELLER'S OBLIGATIONS AFTER CLOSING                     12
         10.1   Seller's Indemnity                                           12
         10.2   Seller's Name                                                12

ARTICLE XI            BUYER'S OBLIGATIONS AFTER CLOSING                      13
         11.1   Buyer'S Indemnity                                            13

ARTICLE XII                       PUBLICITY                                  13

ARTICLE XIII                       COSTS                                     13
         13.1   Finder's or Broker's Fees                                    13
         13.2   Expenses                                                     13

ARTICLE XIV                   FORM OF AGREEMENT                              14
         14.1   Effect of Headings                                           14
         14.2   Entire Agreement; Waiver                                     14
         14.4   Schedules                                                    14

ARTICLE XV                   PARTIES IN INTEREST                             14
         15.1   Parties in Interest                                          14
         15.2   Assignment                                                   14

ARTICLE XVI                     REMEDIES                                     15
         16.1   Specific Performance and Waiver of Rescission Rights         15
         16.2   Recovery of Litigation Costs                                 15
         16.3   Conditions of Permitting Termination                         15
         16.4   Defaults Permitting Termination                              15

ARTICLE XVII   NATURE AND SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS        16

ARTICLE XVII                    NOTICES                                      16

ARTICLE XIX                     GOVERNING LAW                                17

ARTICLE XX                      SEVERABILITY                                 17


                             SCHEDULES AND EXHIBITS

         SCHEDULE A -                List of Assets

         SCHEDULE B -                List of Liabilities

         SCHEDULE C -                List of Trade Names and Licenses

         EXHIBIT A -                 Current Income Statement and Balance Sheet

         EXHIBIT B -                 Copy of all Leases

         EXHIBIT C -                 Employment Contract


                                    PAGE 97
<PAGE>


                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

         This Agreement of Purchase and Sales of Assets ("Agreement") is made as
of February 19, 1998, between Colmena Corp., a Delaware corporation ("Colmena"),
the  wholly-owned  subsidiary  of Colmena,  RCP  Communications  Group,  Inc., a
Delaware  corporation  (hereinafter  collectively  referred to as "Buyer") Buyer
having its principal  office at 25100 Detroit Road,  Westlake,  Ohio 44145,  and
Business Technology Systems,  Inc., a Florida corporation  ("Seller") having its
principal  office at 4100 N. Powerline  Road,  Suite P6, Pompano Beach,  Florida
33073.

         Buyer  desires to purchase  from  Seller and Seller  desires to sell to
Buyer,  on the terms and subject to the  conditions of this  Agreement,  certain
assets and  business of Seller in  exchange  for One  Hundred  Thousand  Dollars
($100,000)  cash,  shares of common stock in Colmena,  and assumption of certain
specified  liabilities  of Seller.  In  consideration  of the mutual  covenants,
agreements,  representatives  and warranties  contained in this  Agreement,  the
parties agree as follows:

                                    ARTICLE I

                          PURCHASE AND SALES OF ASSETS

1.1       Purchase Assets. Subject to the terms and conditions set forth in this

     Agreement,  Seller agrees to sell, convey, transfer, assign, and deliver to
Buyer, and Buyer agrees to purchase from Seller, certain assets, properties, and
communication  business  of Seller  described  on  Schedule  A (all of which are
sometimes collectively referred to as the "Assets").

1.2  Purchase  Price.

     As payment for the transfer of the Assets to Buyer,  Buyer shall deliver at
the Closing, in accordance with the provisions of paragraph 9.3, the following:

     (a) Cash One  Hundred  Thousand  Dollars  ($100,000)  payable in cash or by
cashiers check.

     (b) Common  Stock.  Issuance by Colmena to Seller of One  Hundred  Thousand
(100,000) shares of Colmena common stock, $.01 par value ("Shares").  The Shares
shall not be registered under the Securities Act of 1933, as amended (the "Act")
and shall constitute "restricted securities" as defined in the Act.

     (c)  Assumption  of Certain  Liabilities.  Buyer agrees that on the Closing
Date  it will  assume  and  agree  to  perform  and pay  when  due the  Seller's
liabilities set forth on Schedule B.



                                      Page 98


<PAGE>


     (d) Piggyback  Registration  Rights. The Shares delivered Seller under this
Article 1 will carry piggyback registration rights expiring on the date one year
following the Closing (as herein defined); providing that if Colmena proposes to
register any of its securities under the Act (except for  registrations on Forms
S-8 or 5-4 or their equivalent), it will give written notice by registered mail,
at  least  thirty  (30)  days  prior  t the  filing  of each  such  registration
statement,  to Seller of its  intention  to do so. If Seller  notifies the Buyer
within  twenty  (20) days  after  receipt  of any such  notice of its  desire to
include any such Shares in such proposed registration statement, the Buyer shall
afford  Seller the  opportunity  to have any such Shares  registered  under such
registration statement at the Buyer's sole cost and expense. These rights may be
exercised at any time on an unlimited  number of occasions  prior to expiration,
subject to the discretion of any underwriter of Colmena's securities  requesting
that the  Shares  held by the  Seller not be sold for a period not to exceed one
hundred  and eighty  (180)  days from the  effective  date of such  underwritten
public offering. If the underwriter believes that the total amount of securities
sought to be  registered  by the Seller and any other  holder of similar  rights
exceeds the amount of securities that the underwriter deems advisable to include
in the offering, only the pro rata number of Shares requested by the Seller with
all other holders of securities  registration pursuant to piggyback registration
rights, if any, shall be so registerable.

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants that:

     2.1 Organization. Seller is a corporation duly organized, validly existing,
and in good standing  under the laws of the State of Florida,  has all necessary
powers  to own its  properties  and to carry on its  business  as now  owned and
operated by it, and is duly  qualified to do intrastate  business and is in good
standing in all jurisdictions in which the nature of Seller's business or of its
properties makes such qualification necessary.

     2.2 Subsidiaries. Seller does not own, directly or indirectly, any interest
or  investment  (whether  equity  or  debt)  in  any  corporation,  partnership,
business, trust, or other entity.

     2.3  Financial  Statements.  Exhibit  A to this  Agreement  sets  forth the
unaudited  balance  sheet of Seller as of December 31, 1997,  and the profit and
loss statement of Seller for the period of January 1, 1997 through  December 31,
1997.

     2.4 No Adverse  Changes.  Since  December 31,  1997,  thee has not been any
changes in the financial condition or operation of Seller, except changes in the
ordinary  course of  business,  which  changes  have not in the  aggregate  been
materially adverse.

                                     Page 99


<PAGE>



     2.5 Liabilities.  Seller has no debts,  liabilities,  or obligations of any
nature, whether accrued, absolute,  contingent, or otherwise, and whether due or
to become due, other than those set forth in the financial statements.

     2.6 Tax  Returns.  Within  the times and in the manner  prescribed  by law,
Seller has filed all federal,  state,  and local tax return  required by law and
has paid all taxes,  assessments,  and penalties due and payable. The provisions
for taxes  reflected in Seller's  balance  sheet as of December  31,  1997,  are
adequate for any and all federal,  state, county, and local taxes for the period
ending on the date of that balance sheet and for all prior  periods,  whether or
not disputed. There are no present disputes as to taxes of any nature payable by
Seller

     2.7  Leases.  Exhibit  B to  this  Agreement  is a  complete  and  accurate
description  of all  equipment  and a legal  description  of each parcel of real
property  leased to Seller.  All the leases listed in Exhibit B are valid and in
full  force,  and there does not exist any  default or event that with notice or
lapse or time,  or both,  could  constitute a default under any of these leases.
The  zoning of each  parcel  of  property  described  in  Exhibit B permits  the
presently  existing  improvements and the continuation of the business presently
being  conducted  on such  parcel.  Seller  has not  commenced,  nor has  Seller
received  notice of the  commencement  of, any proceeding  that would affect the
present zoning classification of any such parcel.

     2.8 Tangible Personal  Property.  The books and records of Seller contain a
complete and  accurate  description,  and  specify,  the location of all trucks,
automobiles,  machinery,  equipment, furniture, supplies, computer hardware, and
all other tangible  personal property owned by, in the possession of, or used by
Seller ion connection with its business.  No personal property used by Seller in
connection  with its  business  is held  under any  lease,  security  agreement,
conditional sales contract, or other title retention or security arrangement, or
is other than in the  possession  and under the control of Seller.  The tangible
personal  property  reflected  in those books and records  constitutes  all such
tangible personal  property  necessary for the conduct by Seller of its business
as now conducted.

     2.9 Tradenames and Licenses. Schedule C to this Agreement is, a schedule of
all  trade  names,   trademarks,   service  marks,   and  copyrights  and  their
registrations,  owned by  Seller or in which  its has any  rights  or  licenses,
together  with a brief  description  of each.  Seller  has no  knowledge  of any
infringement  or  alleged  infringement  by  others  of  any  such  trade  name,
trademark,  service mark, or copyright. Seller has not infringed, and is not now
infringing,  on any trade name, trademark,  service mark, or copyright belonging
to any other person,  firm or entity.  Except as set forth in Schedule C, Seller
is not a party to any license,  agreement, or arrangement,  whether as licensor,
licensee,   franchiser,   franchisee,  or  other  arise,  with  respect  to  any
trademarks,  service  marks,  trade  names,  or  applications  for them,  or any
copyrights.  Seller owns, or hold adequate  licenses or other rights to use, all
trademarks,  service  marks,  trade  names,  and  copyrights  necessary  for its
business as now, conducted by them, including,  without limitation, those listed
in Schedule C, and that use does not, and will not, conflict with,  infringe on,
or  otherwise  violate  any  rights of  others.  Seller has the right to sell or
assign to Buyer all such owned  trademarks,  trade  names,  service  marks,  and
copyrights, and all such licenses or other rights.


                                      Page 100

<PAGE>



     2.10  Title to  Assets.  Seller  has good and  marketable  title to all its
assets and interests in assets,  whether real,  personal,  mixed,  tangible,  or
intangible,  which  constitute  all the assets and  interests in assets that are
used in the  business  of  Seller.  All  these  assets  are  free  and  clear of
restrictions  on or conditions to transfer or assignment,  and free and clear of
mortgages, liens, pledges, charges,  encumbrances,  equities, claims, easements,
rights of way,  covenants,  conditions,  or restrictions,  except for: (1) those
disclosed in Seller's balance sheet attached hereto as Exhibit A, or in Schedule
B to this Agreement:  (2) the lien of current taxes not yet due and payable; and
(3) possible minor matters that, in the aggregate, are not substantial in amount
and do not materially detract from or interfere with the present or intended use
of any of these assets or materially impair business  operations.  Seller is not
in  default  or in arrears in any  material  respect  under any lease.  All real
property,  tangible  and  intangible  personal  property  of  Seller  is in good
operating condition and repair, ordinary wear and tear expected.

     2.11  Service  Contracts.  Seller has  provided  Buyer  with  copies of all
contracts  pursuant  to which  Seller is  obligated  to provide  services to its
customers.  There is no default or event  that,  with notice or lapse of time or
both, would constitute a default by any party to any of these agreements. Seller
has not  received  notice that any party to any of these  agreements  intends to
cancel or terminate  any of these  agreements or to exercise or not exercise any
options under any of these agreements.  Seller further represents that Seller is
entitled to freely  assign the  agreements  to Buyer free and clear of all liens
and encumbrances.

     2.12 Seller has complied in all material respects with all federal,  state,
and local  environmental  protection laws and regulations and has not been cited
for  any  violation  of  any  such  law  or  regulation.   No  material  capital
expenditures will be required for compliance with any applicable federal, state,
or local laws or  regulations  now in forec  relating to the  protection  of the
environment. There is no pending audit known to Seller by any federal, state, or
local governmental authority.

     Seller has not received notice of any violation of any applicable  federal,
state, or local statute law, or regulation (including,  without limitation,  any
applicable building, zoning,  environmental protection, or other law, ordinance,
or regulation) affecting its properties or the operation of its business; and to
the best of the knowledge of Seller, there are no such violations.

     2.13 Seller  represents  that there is no pending,  or, to the knowledge of
Seller, threatened, any suit, action, arbitration, or legal, administrative,  or
other proceeding,  or governmental  investigation against or affecting Seller or
any of its business,  assets,  or financial  condition.  Seller has furnished or
made available to Buyer copies of all relevant court papers and other  documents
relating to these  matters.  Seller is not in default with respect to any order,
writ,  injunction,  or decree of any federal,  state,  local,  or foreign court,
department, agency, or instrumentality.

                                     Page 101


<PAGE>



     No Violation or Breach.  The consummation of the transactions  contemplated
buy this Agreement will not result in or constitute any of the  following:(1)  a
breach of any term or  provision  of this  Agreement,  (2) a default or an event
that,  with  notice or lapse of time or both,  would be a  default,  breach,  or
violation  of the  articles of  incorporation  of bylaws of Seller or any lease,
license,  promissory note,  conditional sales contract,  commitment,  indenture,
mortgage, deed of trust, or other agreement, instrument, or arrangement to which
Seller is a party or by which it or its  property  is bound;  (3) an event  that
would permit any part to terminate any  agreement or to accelerate  the maturity
of any  indebtedness  or other  obligation  of Seller;  or (4) the  creation  or
imposition  of any lien,  charge,  or  encumbrance  on any of the  properties of
Seller.

     Authority and Contracts.  Seller has the right, power, legal capacity,  and
authority to enter into, and perform its obligations  under this Agreement,  and
no  approvals or consents or any persons  other than Sellers  board of directors
and  shareholders  (if applicable) are necessary in connection with it. Prior to
the Closing Date (as  hereinafter  defined),  the execution and delivery of this
Agreement by Seller will have been duly  authorized by all  necessary  action on
the part of Seller.

     2.16 Disclosure. None of the representations and warranties made by Seller,
or made in any certificate or memorandum  furnished or to be furnished by Seller
or on its behalf,  contains or will  contain any untrue  statement of a material
fact, or omits to state a material fact necessary to make the  statements  made,
in the light of the circumstances under which they were made, not misleading.

                                   ARTICLE III
                     BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants that:

     3.1 Organization.  Buyer is a corporation duly organized,  existing, and in
good  standing  under the laws of Delaware.  The  execution and delivery of this
Agreement  and the  consummation  of this  transaction  by Buyer  have been duly
authorized,  and no further corporate  authorization is necessary on the part of
Buyer.

     3.2 Authority and Consent.  No consent,  approval,  or authorization of, or
declaration,  filing,  or registration  with, any United Stated federal or state
governmental or regulatory authority is required to be made or obtained by Buyer
in connection  with the execution,  delivery,  and performance or this Agreement
and the consummation of the transactions contemplated by this Agreement.

                                     Page 102


<PAGE>



                                   ARTICLE IV
                       SELLER'S OBLIGATIONS BEFORE CLOSING

     Seller covenants that from the sate of this Agreement until the Closing.

     4.1.  Confidentiality.  Seller  agrees to hold the essence of the  proposed
asset  purchase  transaction  and any  information  relating  thereto  as may be
provided to Seller by Buyer (the "Buyer Evaluation Material") in confidence. The
term "Buyer  Evaluation  Material":  does not include  information  which (i) is
already in the Seller'S possession,  provided that such information is not known
by the Seller to be subject to another  confidentiality  agreement with or other
obligation of secrecy to another party, or (ii) becomes  generally  available to
the public  other than as a result of a disclosure  by Seller or its  directors,
officers,  employees,  agents or  advisors,  or (iii)  becomes  available to the
Seller on a  non-confidential  basis  from a source  other than the Buyer or its
advisors,  provided that such source is not known by the Seller to be bound by a
confidentiality  agreement  with or other  obligation of secrecy to the Buyer or
another party.

     Seller agrees that Buyer Evaluation Material provided by the other party or
the agents of Buyer  shall be used  solely  for the  purpose  of  evaluation  or
implementation of the asset purchase  transaction and not for any other purpose,
and shall be kept strictly  confidential except as required by a court of law or
regulatory authority.

     In the event that this Agreement is terminated,  then Seller shall promptly
redeliver  to Buyer or destroy all written  Buyer  Evaluation  Material  and any
other material  (including  information  maintained on computer disk or storage)
containing  or  reflecting  any  information  in the Buyer  Evaluation  Material
(whether  prepared  by Seller,  Buyer or others) and will not retain any copies,
extracts, or other reproductions in whole or in part of such written material.

     4.2  Conduct of  Business in Normal  Course.  Seller  agrees to operate the
Assets  in the  ordinary  course of its  business  and use its best  efforts  to
presume its commercial market position and its relationships with its employees,
selling agents, distributors, retail customers, suppliers, current contracts and
agreements to be included in the Assets.

     4.3  Exclusivity.  Buyer shall have the  exclusive  right to  purchase  the
Assets on the terms set forth in this Agreement.

     4.4 Bulk Sales Law.  Seller shall have given notice,  in compliance with of
the  Florida  Commercial  Code,  of  the  bulk  transfer  contemplated  by  this
Agreement.



                                     Page 103

<PAGE>

                                    ARTICLE V
                        BUYER OBLIGATIONS BEFORE CLOSING

     5  Confidentially.  Buyer agrees to hold the essence of the proposed  asset
purchase trans- action and any information  relating  thereto as may be provided
to Buyer by Seller the "Seller  Evaluation  Material") in confidence.  The term,
"Seller Evaluation  Material" does not include  information which (i) is already
in the Buyers's possession, provided that such information is not known by Buyer
to be subject to another  confidentiality  agreement with or other obligation of
secrecy to another  party,  or (ii)  becomes  generally  available to the public
other  than as a result of a  disclosure  by Buyer or its  directors,  officers,
employees,  agents  or  advisors,  or  (iii)  becomes  available  to  Buyer on a
non-confidential basis from a source other than Seller or its advisors, provided
that  such  source  is not  known by  Buyer  to be  bound  by a  confidentiality
agreement with or other obligation of secrecy to Seller or another party.

     Buyer agrees that the Seller Evaluation  Material provided by Seller or the
agents  of  Seller  shall  be used  solely  for the  purpose  of  evaluation  or
implementation of the asset purchase  transaction and not for any other purpose,
and shall be kept strictly  confidential except as required by a could of law or
regulatory  authority;  provided,  however,  that any of such information may be
disclosed  to  Buyer's  directors,   officers,  employees  and  representatives,
investors,  or other constituencies who have direct interest in the business and
economic  effects  of the asset  purchase  transaction  or who need to know such
information  for the purpose of assisting Buyer in evaluating the asset purchase
transaction.

     In the event  this  Agreement  is  terminated,  then Buyer  shall  promptly
redeliver to Seller or destroy all written  Seller  Evaluation  Material and any
other material  (including  information  maintained on computer disk or storage)
containing or  reflecting  any  information  in the Seller  Evaluation  Material
(whether  prepared  by Buyer,  Seller or others) and will not retain any copies,
extracts or other reproductions in whole or in part of such written material.

     5.2  Consents  of Third  Parties.  Buyer will use its best effort to assist
Seller in  obtaining  the consent of all  necessary  persons and agencies to the
assignment  and  transfer  to  Buyer  of any and  all  properties,  assets,  and
agreements, including agreements with the United States government or any of its
agencies,  to be assigned and transferrd  under the terms of this Agreement.  As
soon  as  reasonably  practicable  after  the  execution  and  delivery  of this
Agreement, and in any event on or before the Closing Date, Buyer will obtain the
consents of all necessary  persons to Buyer's  performance of this Agreement and
to Buyer's assumption of any obligations under it.

     5.3 Sales Tax Documents.  Buyer agrees to furnish any documents  reasonably
requested by Seller to comply with the  provisions of the sales and use tax laws
of the State of Florida.



                                      Page 104

<PAGE>

                                   ARTICLE VI
                   CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

     The  obligations  of Buyer to purchase the Assets under this  Agreement are
subject to the satisfaction, at or before the Closing, of all the conditions set
out below in this Article VI. Buyer may waive any or all of these  conditions in
whole or in part  prior  notice;  provided,  however,  that no such  waiver of a
condition  shall  constitute  a waiver  by Buyer of any of its  other  rights or
remedies,  at law or in  equity,  if Seller  shall be in  default  of any of its
representations, warranties, or covenants under this Agreement.

6.1      Buyer's Due Diligence.  Buyer will, at no cost to Seller, have:

     (a) Conducted an examination of Seller's  existing service  contracts to be
assumed  as part of the  Assets  (including  the  transferability  thereof)  and
deemed,  in its  sole  discretion,  that  such  contracts  are of  adequate  and
consistent  quality for the business  being  acquired at its current  commercial
scale and on terms and an economic basis satisfactory to Buyer.

     (b) Received all consents,  assignments,  releases, waivers, or other third
party  authorizations  required  to legally  transfer  the  Assets  and  related
business obligations from Seller to Buyer.

     (c) Conducted a customary due diligence investigation including:

     (1) Assessment of the physical condition of the Asset;

     (2) Review of licenses, trademarks, permits and other intangible Assets;

     (3) Examination of financial statement \s for Seller's month-ended February
28, 1998, including  year-to-date  figures, and any supporting  documentation or
schedules as may reasonably be requested by Buyer; and

     (4) Review of service agreements with third parties.

     6.2  Seller's  Representations.  Except  as  otherwise  permitted  by  this
Agreement, all representations and warranties by Seller in this Agreement, or in
any written  statement  that shall be  delivered  to Buyer by Seller  under this
agreement  shall be true in all material  respects on and as of the Closing Date
as though made at that time.

                                     Page 105


<PAGE>



     6.3  Performance by Seller.  Seller shall have  performed,  satisfied,  and
complied in all material respects with ll covenants,  agreements, and conditions
required by this  Agreement to be performed or complied  with by it on or before
the Closing Date.

     6.4 Material Adverse Change. There shall not have been aby material adverse
change in the  financial  condition  or the  results  of  operations  of Seller,
Seller's service business or the industry  generally,  and Seller shall not have
sustained  any material  loss or damage to its assets,  whether or not \insured,
that materially  affects its ability to conduct a material part of its business.
This does not  include  normal  volume and price  fluctuations  associated  with
natural supply and demand  dynamics,  but rather  unforeseen  structural  damage
associated  with  catastrophic  events or significant  third-party  distribution
outside of the normal course of business activity.

     6.5 Absence of Litigation.  No action, suit, or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened on or before the Closing Date.

     6.6  Board/Shareholder   Approval.  The  execution  and  delivery  of  this
Agreement by Seller, and tile performance of the covenants and obligations under
it, shall have been duly  authorized by all necessary  Board and/or  shareholder
action.

     6.7 Florida Tax  Clearance.  Buyer shall have received tax receipts  and/or
clearance  certificates,  as of a date not more than thirty (30) days before the
Closing Date, issued by the Florida  Commissioner of Revenue for Seller relating
to sales  and use taxes  and,  where  applicable,  state  employee  withholding,
unemployment taxes and corporate income taxes. Seller further agrees to maintain
and furnish to Buyer all tax records and to  cooperate  with Buyer in any future
audit by state or federal tax authorities.

     6.8 Consents.  All necessary  agreements and consents of any parties to the
consummation of the  transactions  contemplated  by the Agreement,  or otherwise
pertaining to the matters  covered by it, shall have been obtained by Seller and
delivered to Buyer.

     6.9 Corporate  Approval.  The board of directors and, if required by law or
Seller's  organizational  documents,  shareholders  of  Seller,  shall have duly
authorized  and approved the  execution  and delivery of this  Agreement and all
corporate action  necessary or proper to fulfill the Seller's  obligations to be
performed under this Agreement.

     6.10 Approval of Documentation. The form and substance of all certificates,
instruments,  and other documents  delivered to Buyer under this Agreement shall
be satisfactory in all reasonable respects to Buyer and its counsel.


                                      Page 106


<PAGE>


                                   ARTICLE VII
                  CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE

     The  obligations  of Seller to sell and  transfer  the  Assets  under  this
Agreement are subject to the satisfaction,  at or before the Closing, of all the
following  conditions.  Seller may waive any or all of these conditions in whole
or in part without prior of any of its representations, warranties, or covenants
under  this  Agreement  notice;  provided,  however,  that no such  waiver  of a
condition  shall  constitute  a waiver by  Seller of any of its other  rights or
remedies, at law or in equity, if Buyer should be in default.

     7.1 Consents. Seller shall have received all consents; releases, waivers or
other third  party  authorizations  required to transfer  the Assets and related
business obligations to Buyer.

     7.2 All representations and warranties by Buyer contained in this Agreement
or in any written  statement  delivered by Buyer under this  Agreement  shall be
true on and as of the

     Closing Date as though such representations and warranties were made on and
as of that date.

     7.3 Buyer's  Performance.  Buyer shall have performed and complied with all
covenants and  agreements  and satisfied all  conditions  that it is required by
this Agreement to perform, comply with, or satisfy, before or at the Closing.

     7.4  The  board  of   directors   and,   if  required  by  law  or  Buyer's
organizational  documents,  the shareholders of Buyer shall have duly authorized
and approved the  execution  and delivery of this  Agreement  and all  corporate
action  necessary or proper to fulfill the Buyer's  obligations  to be performed
under this Agreement on or before the Closing Date.

                                  ARTICLE VIII
                                OTHER AGREEMENTS

     8.1 On  the  Closing  Date,  Madhu  Sethi  and  Colmena  will  execute  the
Employment  Agreement and Covenant Not to Compete in  substantially  the form of
Exhibit C hereto.

                                      Page 107

<PAGE>



                                   ARTICLE IX
                                   THE CLOSING

     9.1  Closing  Date.  The  transfer  of the  Assets by Seller to Buyer  (the
"Closing") shall take place at the offices of Business Technology Systems, Inc.,
at 10:00 a.m.  Local time, on or after  February 28, 1998, or such other date as
the parties may mutually determine.

     9.2 Seller's  Obligations AT Closing. At the closing,  Seller shall deliver
or cause to be delivered to Buyer.

     (a) Assignments of all leaseholds,  property  executed and  acknowledged by
Seller,  and  accompanied by all consents of lessors  required by this Agreement
and the leases being assigned;

     (b) Executed counterparts of all notation agreements with the United States
government, its agencies and instrumentalities,  and any other persons requiring
them;

     (c) Instruments of assignment and transfer of all property of Seller listed
in Schedule A to this Agreement; and

     (d) Documentation evidencing that notice was provided to Seller's creditors
pursuant to the bulk transfers provisions of the Florida Commercial Code.

     Simultaneously with the consummation of the transfer,  Seller,  through its
officers,  agents,  and  employees,  will put  Buyer  into full  possession  and
enjoyment of all  properties  and assets to be conveyed and  transferred by this
Agreement.

     Seller,  at any time  before  or after  the  Closing  Date,  will  execute,
acknowledge, and deliver any further deeds, assignments,  conveyances, and other
assurances,  documents,  and  instruments of transfer,  reasonably  requested by
Buyer,  and will  take  any  other  action  consistent  with  the  terms of this
Agreement  that  may  reasonably  be  requested  by  Buyer  for the  purpose  of
assigning,  transferring,  granting,  conveying,  and  confirming  to Buyer,  or
reducing to possession, any or all property to be conveyed and transferred under
this  Agreement.  If requested by Buyer,  Seller  further agrees to prosecute or
otherwise  enforce in its own name for the benefit of Buyer any claims,  rights,
or benefits that are  transferred to Buyer under this Agreement and that require
prosecution or  enforcement in Seller's name. Any  prosecution or enforcement of
claims,  rights,  or benefits  under this  paragraph  shall be solely at Buyer's
expense,  unless the prosecution or enforcement is made necessary by a breach of
this Agreement by Seller.

                                      Page 108


<PAGE>


     9.3 Buyer's Obligations at Closing. At the Closing,  Buyer shall deliver to
Seller the following  instruments  and documents  against  delivery of the items
specified in paragraph 9.2:

     (a) One Hundred  Thousand  Dollars  ($100,000)  payable in cash or cashiers
check:

     (b) One Hundred Thousand (100,000) restricted Shares of Colmena;

     (c)  Instruments  of  assumption  of the  liabilities  of Seller listed and
marked in Schedule B by an asterisk, executed by Buyer

                                    ARTICLE X
                       SELLER'S OBLIGATIONS AFTER CLOSING

     10.1 Seller's Indemnity. Seller shall indemnify,  defend, and hold harmless
Buyer  against and in respect of any and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities.,  damages,  recoveries,  and  deficiencies
including interest,  penalties, and reasonable attorneys' fees, that Buyer shall
incur or suffer, that arise, result from, or relate to any breach of, or failure
by Seller to perform,  any of its  representations,  warranties,  covenants,  or
agreements in this Agreement or in any schedule, certificate,  exhibit, or other
instrument furnished or to be furnished by Seller under this Agreement.

     Buyer shall promptly  notify Seller of the existence of any claim,  demand,
or other matter to which Seller's  indemnification  obligations would apply, and
shall  give  Seller  a  reasonable  opportunity  to  defend  the same at its own
expenses and with counsel of its own selection; provided that Buyer shall at all
times  also  have the  right  to fully  participate  in the  defense  at its own
expense.  If Seller shall,  within a reasonable time after this notice,  fail to
defend,  Buyer shall have the right,  but not the  obligation,  to undertake the
defense  of,  and  to  compromise  or  settle  (exercising  reasonable  business
judgment),  the claim or other  matter on behalf,  for the  account,  and at the
risk,  of  Seller.  If the claim i5 one that  cannot by its  nature be  defended
solely  by Seller  (including,  without  limitation,  any  federal  or state tax
proceeding), then Buyer shall make available all information and assistance that
Seller may reasonably request.

     10.2 Seller's Name.  Seller agrees that immediately  after the Closing Date
it will take all action required to change its name to one that does not include
the terms  "Business  Technology  Systems" and from and after the Closing  Date,
Seller  will not engage in any  business  or  activity,  except as  required  to
complete  its  liquidation  and  dissolution.  Nothing in this  Agreement  shall
prevent Seller from dissolving promptly on or after the Closing Date.


                                      Page 109

<PAGE>


                                   ARTICLE XI
                        BUYER'S OBLIGATIONS AFTER CLOSING

     11.1 Buyer  Indemnity.  Buyer agrees to indemnify and hold harmless  Seller
against,  and in  respect  of,  any and all  claims,  losses,  expenses,  costs,
obligations,  and  liabilities  they may incur by reason of Buyer's breach of or
failure to perform any of its warranties, guaranties,  commitments, or covenants
in this  Agreement,  or by reason of any act or omission of Buyer, or any of its
successors  or assigns,  after the Closing  Date,  that  constitutes a breach or
default under, or a failure to perform,  any  obligation,  duty, or liability of
Seller under any loan agreement,  lease, contract,  order, or other agreement to
which it is a party or by which it is bound at the Closing Date, but only to the
extent  to  which  Buyer  expressly  assumes  these  obligations,   duties,  and
liabilities under this Agreement.

                                   ARTICLE XII
                                    PUBLICITY

     12.1 All notices to third parties and all other  publicity  concerning  the
transactions  contemplated  by this  Agreement  shall  be  jointly  planned  and
coordinated by and between Buyer and Seller.

     No party shall act  unilaterally  in this regard  without the prior written
approval  of the  others;  however,  this  approval  shall  not be  unreasonably
withheld.

                                  ARTICLE XIII
                                      COSTS

     13.1 Finder'S or Broker's  Fees.  Each party  represents  that it has dealt
with no broker or finder in connection with any transaction contemplated by this
Agreement; and, as far as it knows, no broker or other person is entitled to any
commission or finder's fee in connection with any of these transactions.  Seller
and Buyer each agree to  indemnify  and hold  harmless  one another  against any
loss,  liability,  damage,  cost,  claim, or expenses  incurred by reason of any
brokerage, commission, or finder's fee alleged to be payable because of any act,
omission, or statement of the indemnifying party.

                                     Page  110


<PAGE>

     13.2 Expenses.  Each party shall pay all eo5ts and expenses  incurred or to
be incurred by it in negotiating  and preparing this  Agreement,  and in closing
and carrying out the transactions contemplated by this Agreement.

                                   ARTICLE XIV
                                FORM OF AGREEMENT

     14.1  Effect of  Headings.  The  subject  headings  of the  paragraphs  and
subparagraphs  of this Agreement are included for convenience only and shall not
affect the construction or interpretation of any of its provisions.

     14.2 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between  the  parties  pertaining  to the  subject  matter  contained  in it and
supersedes  all  prior  and  contemporaneous  agreements,  representations,  and
understandings of the parties. No supplement, modification, or amendment of this
Agreement  shall be binding  unless  executed in writing by all the parties.  No
waiver of any of the  provisions  of this  Agreement  shall be deemed,  or shall
constitute,  a waiver of any other provision,  whether or not similar, nor shall
any waiver  constitute a continuing  waiver.  No waiver shall be binding  unless
executed in writing by the party snaking the waiver.

     14.3 Counterparts.  This Agreement may be executed simultaneously in one of
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     14.4 Schedules.  All Schedules and Exhibits  attached hereto or referred to
herein are hereby  incorporated  by reference in this  Agreement  and are made a
part hereof.

                                   ARTICLE XV
                               PARTIES IN INTEREST

     15.1 Parties in Interest.  Nothing in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the  obligation or liability of any third persons to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation or action against any party to this Agreement.

                                    Page 111


<PAGE>


     15.2 Assignment. This Agreement shall be binding on, and shall inure to the
benefit of, the parties to it and their respective heirs, legal representatives,
successors,  and assigns,  provided,  however,  that Buyer may assign any of its
rights under this Agreement, to an affiliate of Buyer.

                                   ARTICLE XVI
                                    REMEDIES

     16.1  Specific  Performance  and Waiver of Recission  Rights.  Each party's
obligation  under this  Agreement is unique.  If any party should default in its
obligations under this Agreement,  the parties each acknowledge that it would be
extremely  impracticable  to measure the  resulting  damages;  accordingly,  the
nondefaulting  party or parties,  in addition to any other  available  rights or
remedies,  may sue in equity for  specific  performance,  and the  parties  each
expressly  waive  the  defense  that a  remedy  in  damages  will  be  adequate.
Notwithstanding  any  breach or  default  by any of the  parties of any of their
respective  representations,  warranties,  covenants,  or agreements  under this
Agreement.  If the purchase and sale  contemplated by it shall be consummated at
the Closing,  each of the parties  waives any rights that it or they may have to
rescind this Agreement or the transaction consummated by it; provided,  however,
that this waiver shall not affect any other rights or remedies  available to the
parties under this Agreement Or under the law.

     16.2 Recovery of Litigation  Costs.  If any legal action or any arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute,  breach, default, or misrepresentation in connection with
any of the provisions of this Agreement,  the successful or prevailing  party or
parties shall be entitled to recover reasonable  attorneys' fees and other costs
incurred in that action or proceeding,  in addition to any other relief to which
it or they may be entitled.

     16.3 Conditions Permitting  Termination.  Any party may on the Closing Date
terminate this Agreement, without liability to any other:

     (a) If any bona fide  action or  proceeding  shall be pending  against  any
party on the Closing Date that could result in an unfavorable judgement, decree,
or order that would prevent or make unlawful the  performance of this Agreement;
or if any agency of the federal or of any state  government  shall have objected
at or  before  the  Closing  Date to this  acquisition  or to any  other  action
required by or in connection with this Agreement; or

     (b) If the legality and  sufficiency  of all steps taken and to be taken by
the parties and their shareholders in carrying out this Agreement shall not have
been approved by counse; as required by this Agreement.


                                      Page 112

<PAGE>




     16.4 Defaults Permitting Termination.  If either Buyer or Seller materially
default in the due and timely  performance of any of its warranties,  covenants,
or agreements under this Agreement, the nondefaulting party or parties may on he
Closing  Date give  notice  of  termination  of this  Agreement,  in the  manner
provided in Article  XVII.  The notice  shall  specify  with  particularity  the
default or  defaults  on which the  notice is based.  The  termination  shall be
effective five (5) days after the Closing Date,  unless the specified default or
defaults have been cured on or before this effective date for termination.

                                  ARTICLE XVII
             NATURE AND SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS

     No representations or warranties  whatever are made by any party, except as
specifically  set forth in this  Agreement,  or in an  instrument,  certificate,
opinion,  or  other  writing  provided  for in this  Agreement.  All  statements
contained n any of these instruments, certificates, opinion 5, or other writings
shall be deemed to be representations  and warranties under this Agreement.  The
representations,  warranties,  and  indemnities  made  by the  parties  in  this
Agreement or in other  writings  provided for in the covenants and agreements to
be  performed or complied  with by the  respective  parties  under it before the
Closing  C)ate,  shall be deemed to be continuing and shall survive the Closing,
but shall expire three (3) years  following the Closing Date,  unless a specific
claim in writing  with  respect  to these  matters  shall have been made,  or an
action at law or in equity  shall  have been  commenced  or filed,  before  this
anniversary  date.  Nothing in this paragraph  shall affect the  obligations and
indemnities of the parties with respect to covenants and agreements contained in
this  Agreement that are permitted to be performed,  in whole or in part,  after
the Closing Date.

                                  ARTICLE XVIII
                                     NOTICES

     All  notices,  requests,  demands,  and  other  communications  under  this
Agreement  shall be in writing  and shall be deemed to have deemed duly given on
the date of service of served  personally  on the party to whom  notice is to be
given, or on the third business day after mailing if mailed to the party to whom
notice is to be given,  by first class mail,  registered or  certified,  postage
prepaid, and properly addressed as follows:

To Seller                  Ila Sethi
                           Business Technology Systems, Inc.
                           4100 N. Powerline Road, Suite P6
                           Pompano Beach, Florida 33073

To Buyer:                  Richard C. Peplin, Jr.
                           Colmena Corp./RCP Communications Group, Inc.
                           25100 Detroit Road
                           Westlake, Ohio 44145

     Any party may change its address for  purposes of this  paragraph by giving
the other  parties  written  notice of the new  address  in the manner set forth
above.

                                   ARTICLE XIX
                                  GOVERNING LAW

     This Agreement shall be construed in accordance  with, and governed by, the
laws of the State of Florida.



                                      Page 113
<PAGE>

                                   ARTICLE XX
                                  SEVERABILITY

     If any provision of this Agreement is held invalid or  unenforceable by any
court of final  jurisdiction  it is the  intent  of the  parties  that all other
provisions  of this  Agreement be construed to remain fully valid,  enforceable,
and binding on the parties.

     IN WITNESS WHEREOF,  the parties to this Agreement have duly executed it on
the day and year first above written.

                                               BUSINESS TECHNOLOGY SYSTEMS, INC.
                                                          a Florida corporation

                                              By: /s/ Ila Sethi
                                                     Ila Sethi, President



                                                  RCP COMMUNICATIONS GROUP, INC.
                                                          a Delaware corporation

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


                                                             COLMENA CORP.
                                                          a Delaware corporation

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





                                      Page 114