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 MICHAEL J. FELDMAN,  an individual resident
of Michigan,  with his principal offices located at 33 Bloomfield Hills Parkway,
Suite 155, Bloomfield Hills, Michigan, 48304 (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 twenty-four (24) months.

3.       Consideration to Consultants

         3.1   As compensation for the services rendered hereunder,  the Company
               shall issue and deliver to Consultant,  Fifty  Thousand  (50,000)
               shares of the  Company's  common  stock,  $.01 par  value,  which
               shares shall be registered  by the Company  under the  Securities
               Act of 1933, as amended,  pursuant to a Registration Statement on
               Form  S-8,  as soon as  practicable  after  the  Company  becomes
               eligible for use of such form.

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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.

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         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.

         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., President


                                     CONSULTANT:
                                     By: /s/ Michael J. Feldman



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