ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of this 19th
day of May, 1998, by and between COLMENA CORP. a Delaware corporation  ("Buyer")
and ARNOLD A. SEMLER, INC. dba Associated  Industries,  a California corporation
("Seller").

                                 R E C I T A L S

     Seller  wishes to sell to Buyer,  and Buyer wishes to purchase from Seller,
the Assets (as  defined in Section 1 hereof),  subject to and upon the terms and
conditions hereinafter set forth.

                                A G R E E M E N T

         It is agreed as follows:

     1.  Sale  and  Purchase  of  Assets.  Subject  to and upon  the  terms  and
conditions set forth herein, Seller agrees to sell, assign, convey, transfer and
deliver to Buyer and Buyer  agrees tro purchase  from Seller,  as of the Closing
Date (as defined in Section 9), all of Seller's right, title and interest in and
to the equipment  identified  and  described on Schedule 1 attached  hereto (the
"Assets").

     2.  Consideration.  Consideration  to be paid by  Buyer to  Seller  for the
Assets shall be:

     (a) The sum of Three Hundred and Seventy-Five Dollars ($375,000) payable in
cash (the "Purchase Price"). A credit of Twenty-Five  Thousand Dollars ($25,000)
issued by an affiliate of Seller  shall be applied  towards the Purchase  Price.
Buyer has also made a deposit of One Hundred Thousand  Dollars  ($100,000) which
was delivered to Seller by Buyer on April 21, 1998 and shall be applied  towards
the Purchase Price; and

     (b) Three Hundred Thousand  (300,000) shares of Buyer's common stock,  $.01
par value (the "Shares").

     3. No Assumption of Indebtedness; Payment of Sales Tax.


     (a) Buyer is not  assuming any  liabilities  or  indebtedness  of Seller in
connection with the transactions contemplated hereby and shall have no liability
for any such  liabilities  or  indebtedness  by reason of this  Agreement or the
transactions contemplated hereby.

     (b) Buyer shall be responsible for all sales and use taxes due with respect
to this Agreement.

     4.  Instruments  of Transfer,  Etc.  Seller  shall  deliver to Buyer on the
Closing Date and thereafter  upon Buyer's  request a Bill of Sale in the form of
Exhibit "A" attached  hereto and such other good and  sufficient  instruments of
transfer in form and substance reasonably  satisfactory to Buyer and its counsel
as are  necessary  to  effectively  transfer  all of Seller's  right,  title and
interest  in the Assets to Buyer.  At any time after the  Closing  Date,  Seller
shall execute, acknowledge and deliver to Buyer any further documents, assurance
or other matters,  and will take any other action  consistent  with the terms of
this Agreement that may reasonably be requested by Buyer and as are necessary or
desirable to carry out the purpose of this Agreement.



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<PAGE>


     5.  Representations and Warranties of Seller.  Seller represents,  warrants
and  covenants  to Buyer as of the date  hereof  and as of the  Closing  Date as
follows:

     5.1 Organization.  Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of California.

     5.2 Power and  Authority.  Seller  has all  requisite  corporate  power and
authority  to enter into and carry out all of the terms of this  Agreement.  All
corporate  action  necessary  for the  authorization,  execution,  delivery  and
performance of this Agreement by Seller has been taken or will be taken prior to
the Closing Date and no further authorization on the part of Seller ios required
to consummate the transactions provided for in this Agreement. When executed and
delivered  by Seller,  this  Agreement  shall  constitute  the valid and legally
binding obligation of Seller  enforceable in accordance with its terms.  Neither
the  execution,  delivery not  performance of this Agreement by Seller shall (i)
constitute a default or result in a breach of any contract or agreement to which
Seller is a party of its assets or  properties  are bound,  ot (ii)  violate any
order, writ,  injunction,  decree,  judgement or other restriction of any court,
administrative agency or governmental body.

     5.3  Title to  Assets.  Seller  has and  will  transfer  to Buyer  good and
marketable  title to the  Assets,  free and  clear  of all  mortgages,  pledges,
security interests, liens, claims, charges, restrictions and encumbrances.

     5.4 Equipment.  Seller makes no  representations or warranties with respect
to the  condition  of the Assets  being  transferred  to Buyer  pursuant to this
Agreement,  or the  suitability  of the Assets for the purpose or  purposes  for
which  Buyer  intends to use the  Assets.  The Assets are sold in their "as is,"
"where is," condition,  and Seller makes no  representations  or warranties with
respect to the condition of the Assets. Buyer acknowledges and agrees that Buyer
has been  informed by Seller that  portions of the  equipment  constituting  the
Assets are missing due to theft, for which Seller has filed a police report with
the Los Angeles Police Department. As a result of such theft, the Assets may not
be in good  working  order,  and Buyer may be required  to  purchase  from third
parties additional equipment in order to place the Assets in good working order.
In the  event  that  any  equipment  constituting  the  Assets  is  subsequently
recovered  by  Seller  following  the  Closing  Date,  such  equipment  shall be
delivered  by Seller  to  Buyer.  In the event  Seller  recovers  any  insurance
proceeds with respect to the stolen Assets, such insurance proceeds shall remain
in the property of Seller, and Buyer shall have no claims with respect thereto.

     5.5 Approvals and Consents. There are no permits,  consents or approvals of
public authorities, federal, state or local, or of any third party necessary for
the consummation of the transactions contemplated hereby.

     5.6 Restriction on Transferability of Shares.  Seller acknowledges that the
Shares have not been  registered  under the  Securities  Act of 1933, as amended
(the "Securities Act"), or any state blue sky laws and that the  transferability
of an  interest  in the  Shares is  restricted  by  applicable  Fderal and State
securities laws. Each certificate representing the Shares shall bear a legend in
substantially the following form:

          'THISSECURITY  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED (THE "ACT"),  AND HAS BEEN ISSUED IN RELIANCE UPON AN
          EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION  PROVIDED IN THE
          ACT AND  REGULATION  D UNDER THE ACT.  AS SUCH,  THE  PURCHASE OF THIS
          SECURITY  WAS MADE WITH THE INTENT OF  INVESTMENT  AND NOT WITH A VIEW
          FOR DISTRIBUTION.  THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY
          OR ANY INTEREST  THEREIN MAY NOT BE  ACCOMPLISHED IN THE ABSENCE OF AN
          EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT OR AN  OPINION  OF
          COUNSEL  ACCEPTABLE TO THE COMPANY THAT THE PROPOSED  TRANSFER OR SALE
          DOES NOT AFFECT THE EXEMPTION RELIED UPON BY THE COMPANY IN ORIGINALLY
          DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED."


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<PAGE>

     5.7 Survival of Representations  and Warranties.  The  representations  and
warranties  of Seller  made  herein  shall not be  affected  by any  information
furnished  to or  investigations  made  by  Buyer,  or any of its  employees  or
representatives  in  connection  with the subject  matter of this  Agreement and
shall survive the execution and delivery of this Agreement and the  consummation
of the transactions contemplated hereby.

     6. Representations and Warranties of Buyer. Buyer represents, warrantss and
covenants to Seller as of the date hereof and as of the Closing Date as follows:

     6.1  Organization.  Buyer is a  corporation  validly  existing  and in good
standing under the laws of the State of Delaware.

     6.2  Power  and  Authority.  Buyer has all  requisite  corporate  power and
authority  to enter into and carry out all of the terms of this  Agreement.  All
corporate  action  necessary  for the  authorization,  execution,  delivery  and
performance  of this Agreement by Buyer has been taken or will be taken prior to
the Closing and no further  authorization on the part of the Buyer is or will be
required to consummate the  transactions  provided for in this  Agreement.  When
executed and delivered by Buyer,  this Agreement shall  constitute the valid and
legally  binding  obligation of Buyer  enforceable in accordance with its terms.
Neither the execution, delivery nor performance of this Agreement by Buyer shall
(i)  constitute  a  default  or  result in a breach or result in a breach of any
contract or agreement to which Buyer is a party or its assets or properties  are
bound, or (ii) violate any order, writ, injunction,  decree,  judgement or other
restriction of any court, administrative agency or governmental body.

     6.3 Survival of Representations  and Warranties.  The  representations  and
warranties  of Buyer  made  herein  shall  not be  affected  by any  information
furnished  to or  investigations  made by  Seller,  or any of its  employees  or
representatives  in  connection  with the subject  matter of this  Agreement and
shall survive the execution and delivery of this Agreement and the  consummation
of the transactions contemplated hereby.

     6.4 The  shares to be issued to Seller  pursuant  to this  Agreement,  when
issued and  delivered  in  accordance  with the terms and for the  consideration
expressed   herein,   shall  be  duly  and  validly   issued,   fully  paid  and
non-assessable.

     7. Conditions to Buyer's Obligations. Buyer's obligations hereunder are

subject to the fulfillment, on or before the Closing Date, of the following
conditions (any of which may be waived in writing by Buyer):

     7.1 Representations  and Warranties.  The representations and warranties of
Seller  contained  herein  shall  have been  true and  correct  in all  material
respects as of the Closing Date.

     7.2  Performance of Covenants.  Seller shall have performed and complied in
all material respects with all covenants,  agreements,  terms and conditions and
executed all documents required by this Agreement to be performed, complied with
or executed by un prior to or on the Closing Date.

     7.3 Instruments of Transfer. Seller shall have delivered to Buyer a Bill of
Sales for the Assets in the form of Exhibit "A" attached hereto,  and such other
good and sufficient  instruments of transfer in form and substance  satisfactory
to Buyer as shall be  necessary  to  effectively  transfer  all of the  Seller's
right, title and interest in the Assets to Buyer.

     7.4 No  Governmental  or Other  Proceeding or  Litigation.  No order of any
court or  administrative  agency shall be in effect which restrains or prohibits
the  transactions  contemplated  hereby,  and no  suit,  action,  investigation,
inquiry  or  proceeding  by any  governmental  body or other  person or legal or
administrative  proceeding  shall  have  been  instituted  or  threatened  which
questions the validity or legality of the transactions contemplated hereby.

     7.5  Approval  and  Consents.   All  permits,   consents  or  approvals  of
applications to public authorities,  federal,  state or local, and all approvals
or any 5 third persons,  the granting of which are necessary or the consummation
of the transactions contemplated hereby shall have been obtained.


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<PAGE>

     8. Conditions to Seller's  Obligations.  Seller's obligations hereunder are
subject to the  fulfillment,  on or before the Closing  Date,  of the  following
conditions (any of which may be waived in writing by Seller):

     8.1 Representations  and Warranties.  The representations and warranties of
Buyer contained herein shall have been true and correct in all material respects
as of the Closing Date.

     8.2  Performance  or Covenants.  Buyer shall have performed and complied in
all material respects with all covenants,  agreements,  terms and conditions and
executed all documents required by this Agreement to be performed, complied with
or executed by it prior to or on the Closing Date.

     8.3  Delivery  of  Purchase  Price.  Buyer  shall  deliver  Two Hundred and
Fifty Thousand  Dollars  ($250,000) in cash and the Shares to Seller.

     9.  Closing.  The  closing of the sale and  purchase  of the Assets and the
other  transactions  contemplated  by this  Agreement  shall  take  place at the
offices of Seller, located at 11347 Vanowen Street, North Hollywood,  California
91605,  at 10:00 a.m.,  local time,  on May 31, 1998,  or at such other time and
place as may be mutually agreed to by Buyer and Seller ("Closing Date").

     10. Indemnification by Seller.

     10.1 General.  Seller agrees to indemnify,  defend and hold harmless  Buyer
against and in respect of any and all claims, demands,  losses, costs, expenses,
liabilities  and  damages,   including  interest,   penalties,   and  reasonable
attorneys' fees, that Buyer shall incur of suffer which: (i) arise,  result from
or relate to any material inaccuracy in or materials breach or nonfulfillment of
any of the representations,  warranties, covenants or agreements, made by Seller
in this  Agreement,  the schedules and exhibits  hereto or in any other document
furnished to such party under this  Agreement;  and (ii) any liability of Seller
or Seller's business arising out of events occurring,  products or services sold
or any activities of Seller prior to the Closing Date whenever such  liabilities
may arise.

     10.2 Procedures;  Rights to Separate Counsel. In the event Buyer receives a
complaint,  claim or other  notice of any loss,  claim or damage,  liability  or
action,  giving rise to claim for  indemnification  under this Section 10, Buyer
shall promptly notify the Seller of such complaint, notice, claim or action, and
Seller  shall have the right to  investigate  and  defend any such loss,  claim,
damage,  libility  or  action.  Buyer  shall  have the right to employ  separate
counsel in any such action and to  participate  in the  defense  thereof but the
fees and expenses of such counsel shall not be at the expense of Seller,  unless
Seller  fails to promptly  defend,  in which case the fees and  expenses of such
separate counsel shall be borne by Seller. In no event shall Seller be obligated
to indemnify  Buyer for any settlement of any claim or action  effected  without
Seller's prior written consent.

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<PAGE>


     11. Indemnification by Buyer.


     11.1 General.  Buyer agrees to indemnify,  defend and hold harmless  Seller
against  and in  respect  of  any  claims,  demands,  losses,  costs,  expenses,
liabilities  and  damages,   including  interest,   penalties,   and  reasonable
attorneys' fees, that Seller shall incur or suffer which: (i) arise, result from
or relate to any material  inaccuracy in or material breach or nonfulfillment or
any of the representations, warranties, covenants or agreements made by Buyer in
this  Agreement,  the  schedules  and exhibits  hereto or in any other  document
furnished to such party under this Agreement; and (ii) any liability of Buyer or
Buyer's business arising out of events  occurring,  products or services sold or
any activities of Buyer prior to the Closing Date whenever such  liabilities may
arise.

     11.2 Procedures; Rights to Separate Counsel. In the event Seller receives a
complaint,  claim or other  notice of any loss,  claim or damages,  liability or
action, giving rise to a claim for indemnification under this Section 11, Seller
shall promptly notify the Buyer of such complaint,  notice, claim or action, and
Buyer  shall have the right to  investigate  and  defend  any such loss,  claim,
damage,  liability  or action.  Seller  shall have the right to employ  separate
counsel in any such action and to  participate  in the  defense  thereof but the
fees and expenses of such counsel  shall not be at the expense of Buyer,  unless
Buyer  fails to  promptly  defend,  in which case the fees and  expenses of such
separate  counsel shall be borne by Buyer.  In no event shall Buyer be obligated
to indemnify Seller for any settlement of any claim or action  effected  without
Buyer's prior written consent.

     12. General.


     12.1 Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given when delivered  personally or, if
mailed,  three (3)  business  days after  having  been mailed by  registered  or
certified mail with return receipt requested, postage prepaid, addressed:

   If  to Buyer:             Colmena Corp.
                             Attn: Richard C. Peplin, Jr., President
                             25100 Detroit Road
                             Westlake, Ohio 44145

   If  to Seller:            Arnold A. Semler, Inc.
                             dba Associated Industries
                             Attn: Ronald H. Semler, President
                             11347 Vanowen Street
                             North Hollywood, CA 91605

or at such other address as shall have been furnished to the other in writing.

     12.2  Successors  and  Assigns.  Neither this  Agreement  nor the rights or
obligations  of Seller  under this  Agreement  shall be  assignable  without the
written consent of Buyer and any such purported  assignment  without the written
consent of Buyer shall be void and without effect.  Except as otherwise provided
herein,  this Agreement and all covenants and agreements  contained herein shall
be binding upon and inure to the benefit of the parties hereto, their respective
successors, representatives and assigns.

     12.3  Arbitration.  Any  controversy or claim arising out of or relating to
this Agreement or the breach hereof, except as stated below, shall be settled by
arbitration in accordance with the rules of the American Arbitration Association
then in effect.  The decision of the  arbitrator  shall,  except for mistakes of
law, be final and binding upon the parties hereto,  and judgement upon the award
rendered by the arbitrator,  which shall, in the case of damages,  be limited to
actual  damages  proven in the  arbitration,  may be entered in any court having
jurisdiction thereof.

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<PAGE>


     There shall be a single arbitrator who shall be an existing or former judge
of a court of record  within the United  States or an attorney in good  standing
admitted to practice  for a period of at least ten (10) years  within the United
States.  No arbitration  shall involve parties other than the parties hereto and
their  respective  successors  and  assigns or be in any  respect  binding  with
respect to any such other parties.  The situs of the arbitration  will be in the
County of Orange, State of California.

     The parties to any  arbitration  arising  hereunder shall have the right to
take  depositions  and to obtain  discovery  regarding the subject matter of the
arbitration  and to use  and  exercise  all of the  same  rights,  remedies  and
procedures,  and  be  subject  to  all  of the  same  duties,  liabilities,  and
obligations in the arbitration with respect to the subject matter thereof, as if
the subject  matter of the  arbitration  were pending in a civil action before a
court of highest  jurisdiction  in the state where the  arbitration is held. The
arbitrator  shall have the power to enforce said discovery by imposition of same
terms, conditions, consequences,  liabilities, sanctions and penalties as can be
or may be imposed in like  circumstances in a civil action by a court of highest
jurisdiction of the state in which the arbitration is held,  except the power to
order the arrest or imprisonment of a person.

     If any party commences an action,  either arbitration or court proceedings.
Against any other party arising out of or in connection with this Agreement, the
prevailing  party or parties shall be entitled from the losing party or parties,
both  attorneys'  fees and costs of the  arbitration  and/or suit as part of the
judgement rendered.

     12.4  Attorneys'  Fees.  If any legal  action or any  mutually  agreed upon
arbitration or other proceeding is brought for the enforcement of this Agreement
or because of any  alleged  dispute,  breach,  default or  misrepresentation  in
connection  with any of the  provisions  of this  Agreement,  the  successful or
prevailing  party 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 may be entitled.

     12.5 Agreement to Perform  Necessary Acts. Each party agrees to perform any
further  acts and  execute and deliver  any  documents  which may be  reasonably
necessary to carry out the provisions and purposes of this Agreement.

     12.6 Entire  Agreement.  This Agreement  embodies the entire  agreement and
understanding  among the  parties  hereto  with  respect to the  subject  matter
hereof.

     12.7  Modification.  This Agreement may be changed,  waived,  discharged or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

     12.8 Governing  Laws.  This Agreement shall be construed in accordance with
and governed by the laws of the State of California.

     12.9 Counterparts.  This Agreement may be executed in several counterparts,
each of which is an original but all of which shall  consitute  one and the same
instrument.

         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
executed on the say and year first hereinabove written.

                                                                         "BUYER"

                                                                   COLMENA CORP.
                                                          a Delaware corporation

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

                                                                        "SELLER"

                                                          ARNOLD A. SEMLER, INC.
                                                      dba ASSOCIATED INDUSTRIES,
                                                        a California corporation

                                                     By:/s/ Arnold A. Semler
                                                     Ronald H. Semler, President
                                        Page 294


<PAGE>


                                  SCHEDULE "1"

                                List of Equipment

See Attached.

                                   EXHIBIT "A"
                                  BILL OF SALE

     This bill of Sale is made this 31st day of May, 1998 by and between  Arnold
A.  Semler,  Inc.,  d/b/a  ASSOCIATED   INDUSTRIES,   a  California  corporation
(hereinafter referred to as "Seller"), and COLMENA CORP., a Delaware corporation
(hereinafter referred to as "Buyer").

     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby  acknowledged,  Seller does hereby sell,  assign,  grant,  convey, set
over,  confirm and deliver to Buyer and its successors and assigns forever,  all
of  Seller's  right,  title and  interest in an to those  "Assets"  set forth on
Exhibit "A"  attached  hereto,  free and clear of any and all liens,  claims and
encumbrances of any kind.

     Simultaneously with the execution and delivery hereof and from time to time
thereafter,  Seller will execute and deliver to Buyer such additional  documents
of transfer with respect to the Assets as Buyer may reasonably  require in order
to effectuate this transaction.

     IN WITNESS WHEREOF, the Seller has caused this instrument to be executed on
the date first above-written.

                                                     "SELLER"

                                                     ARNOLD A. SEMLER, INC.
                                                     dba ASSOCIATED INDUSTRIES,
                                                     a California corporation

                                                     By: /s/ Arnold A. Semler
                                                     Arnold A. Semler, President




                                    Page 295