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 JEFF OUTCALT, an individual resident of Florida,  with his
principal offices located at 23210 Lermitage Circle,  Boca Raton,  Florida 33433
(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.

         (I)   Assist in all international dealings and transactions.

         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.


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3.       Consideration to Consultant

         3.1   As compensation for the services rendered hereunder,  the Company
               shall  issue  and  deliver  to  Consultant,  One  Hundred,  Fifty
               Thousand (150,000) 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.

         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.


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         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.

         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/ Jeffery Outcalt


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<PAGE>
                              TERMINATION AGREEMENT

     THIS TERMINATION  AGREEMENT (the  "Agreement") is entered into this 1st day
of May, 1998, by and among COLMENA CORP., a Delaware corporation ("Colmena") and
JEFFREY OUTCALT, a resident of Florida ("Outcalt").

         A.       Pursuant to that certain  consulting  agreement dated November
                  10, 1997, by and between Colmena and Outcalt (the  "Consulting
                  Agreement"),   Colmena  engaged  Outcalt  to  perform  certain
                  services.

         B.       Outcalt is no longer able to dedicate  the time  necessary  to
                  perform the services  required under the Consulting  Agreement
                  and the parties desire to terminate the  Consulting  Agreement
                  on the terms provided herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, and other valuable consideration,  the receipt and adequacy of
which is hereby acknowledged, Colmena and Outcalt hereby agree as follows.

         1.       Termination of the Consulting Agreement.

     Colmena and Outcalt agree to terminate the Consulting  Agreement  effective
as of April 24, 1998,  subject to the  fulfillment  by Outcalt of the  following
conditions and covenants:

                  (a)      Concurrently with the execution hereof, Outcalt shall
                           deliver  to  Colmena  Forty-Three  Thousand  (43,000)
                           shares  of  Colmena  common  stock,  $.01  par  value
                           ("Common  Stock")  issued  and  delivered  to Outcalt
                           pursuant to the Consulting Agreement; and

                  (b)      Outcalt  shall pay to Colmena the sum of Two Hundred,
                           Ninety-Nine  Thousand,  Nine Hundred and Seventy-Five
                           Dollars ($299,975),  representing all of the proceeds
                           received  by  Outcalt  from the  sale of One  Hundred
                           Thousand  (100,000)  shares of Common Stock  received
                           under the Consulting  Agreement,  on or before May 8,
                           1998 by wire transfer to the following account:

                                    Key Bank

                                    North Olmsted, Ohio

                                    ABA #041001039
                                    Account Name: Colmena Corp.
                                    Account No.: #358543000121

     Except  as  hereinafter  provided,   payment  of  the  foregoing  sums  and
satisfaction  of the foregoing  conditions and covenants by Outcalt on the dates
specified  for  payment  and or  performance  shall be  accepted by Colmena as a
complete accord and satisfaction. Outcalt further waives any right to any future
compensation pursuant to the Consulting Agreement.

                  (c)      Outcalt shall be entitled to retain,  as compensation
                           for services rendered under the Consulting Agreement,
                           the proceeds from Seven  Thousand  (7,000)  shares of
                           Common Stock received under the Consulting  Agreement
                           and subsequently sold by Outcalt.  Colmena waives any
                           claims with respect to such 7,000 shares.

         2.       Mutual Release.

                  2.1      Release.  Each of the parties  does  hereby  release,
                           acquit  and  forever   discharge  the  other,   their
                           officers,  directors,  agents, employees,  successors
                           and  assigns,  from  any  and  all  claims,  demands,
                           actions,  causes of action,  damages, costs, or other
                           claims whatsoever in law or

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<PAGE>

                           equity,  which any party may have  against any of the
                           other parties  pertaining to, relating to,  connected
                           with,   or  arising   out  of  any  matter  or  thing
                           whatsoever, including without limitation any incident
                           which  occurred or which is alleged to have  occurred
                           as hereinbefore described. In so doing, said parties,
                           release,    relinquish,    remise,   waive   forever,
                           discharge,  absolve,  and quit each other of and from
                           each,  every  and  all  things,  including  by way of
                           example,  but not  limitation,  each,  every  and all
                           manner of  actions,  causes of  action,  liabilities,
                           debts,  sums of money,  controversies,  indebtedness,
                           breaches  of  contract,   breaches  of  duty  or  any
                           relationships, acts, omissions, promises, agreements,
                           representations,  damages and any demand of any type,
                           nature,  kind or  description,  whether  in law or in
                           equity,  or  otherwise,  by  reason  of any  matters,
                           causes  or  things,  whatsoever,   whether  known  or
                           unknown, suspected or unsuspected,  heretofore or now
                           existing  which  could,  might or may be  claimed  to
                           exist  form the  beginning  of time  unto the date of
                           these presents.

                  2.2      Full  Settlement.  Each of the  parties  hereto  does
                           hereby   acknowledge  and  agree  that  it  is  their
                           intention that this Agreement shall be effective as a
                           full and final accord and satisfaction and settlement
                           of and as a bar to  each  and  every  claim,  demand,
                           debt,  account,  reckoning,  liability,   obligation,
                           cost,  expense,  lien,  action  and cause of  action,
                           heretofore referred to and released,  which any party
                           hereto  has,  or has had  against  the other  parties
                           hereto.   In   connection   with  such   waiver   and
                           relinquishment,    each   of   the   parties   hereto
                           acknowledges  that they are aware  that they or their
                           attorney may hereafter  discover facts different from
                           or in  addition  to the  facts  which  they or  their
                           attorney  now know or believe to be true with respect
                           to the subject matter of this Agreement,  but that it
                           is their intention to fully, finally,  absolutely and
                           forever  settle  any and  all  claims,  disputes  and
                           differences  which to now  exist or  heretofore  have
                           existed  between  the parties to this  Agreement  and
                           that in  furtherance  of such  intention  the  mutual
                           releases  herein  given shall be and remain in effect
                           as  full  and  complete   general   mutual   releases
                           notwithstanding  the discovery of any such  different
                           or additional  facts. Each of the parties hereto does
                           hereby abandon,  release,  waive,  and relinquish all
                           rights and benefits  which they may acquire under any
                           statutory provision  pertaining to the subject matter
                           of this Agreement.

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         3.       Miscellaneous Provisions.

                  3.1      Notices. All notices or other communications required
                           or  permitted  hereunder  shall be in  writing to the
                           party  for whom it is  intended  at the  address  set
                           forth  below,  and shall be  personally  delivered or
                           sent  by  registered  or  certified   mail,   postage
                           prepaid,   return  receipt   requested,   telegraphed
                           delivered or sent by  facsimile,  telex,  telecopy or
                           cable and shall be deemed  received  upon the earlier
                           of: (a) if personally delivered or sent by registered
                           or  certified  mail,  the  date  of  delivery  to the
                           address of the person to receive such notice;  (b) if
                           given by  telegraph or cable,  when  delivered to the
                           telegraph  company  with charges  prepaid;  or (c) if
                           given by facsimile, telex or telecopy, when sent. Any
                           notice,   request,   demand,   direction   or   other
                           communication  sent by telegraph,  cable,  facsimile,
                           telex   or   telecopy   must  be   confirmed   within
                           forty-eight  (48) hours by letter mailed or delivered
                           in accordance with the foregoing.

                           Colmena:         COLMENA CORP.
                                            25100 Detroit Road
                                            Westlake, Ohio   44145
                                   Attention: Richard C. Peplin, Jr., President

                           Outcalt:         JEFFREY OUTCALT
                                            C/o Schoeppl & Burke, P.A.
                                            4800 N. Federal Highway, Suite 210-A
                                             Boca Raton, Florida 33431-5176


                           Notice of change of address shall be given by written
                           notice  in  the  manner  detailed  in  this  Section.
                           Rejection or other refusal to accept or the inability
                           to deliver  because  of  changed  address of which no
                           notice  was  given  shall  be  deemed  to  constitute
                           receipt   of   the   notice,   demand,   request   or
                           communication sent.

                  3.2      Successors.  This  Agreement  shall  benefit  and  be
                           binding  on  the  respective  heirs,  administrators,
                           successors and assigns of Colmena and Outcalt.

                  3.3      Severability.  If any term,  provision,  covenant  or
                           condition  of this  Agreement  is held by a court  of
                           competent   jurisdiction  to  be  invalid,   void  or
                           unenforceable,  the remainder of the provisions shall
                           remain in full  force and  effect and shall in no way
                           be affected, impaired or invalidated.

                  3.4      Governing  Law. This  Agreement  shall be governed by
                           and  construed  in  accordance  with  the laws of the
                           State of Florida. If any legal action is necessary to
                           enforce the terms and  provisions of this  Agreement,
                           the parties  hereby agree that the Superior  Court of
                           located in the County of Palm Beach,  shall be proper
                           venue for the bringing of such action.

                  3.5      Assignment.  This Agreement shall not be assigned  by
                           any party and any such attempt shall be null and void

                  3.6      Section  Headings.  The section headings used in this
                           Agreement   are   inserted   for    convenience   and
                           identification  only,  and  are not to be used in any
                           manner to interpret, define or to limit or extend the
                           scope,  intent  or extent  of this  Agreement  or the
                           provisions hereof.

                  3.7      Entire Agreement.  This Agreement contains the entire
                           agreement of the parties  hereto and  supersedes  any
                           prior   written  or  oral   agreement   between  them
                           respecting  the  subject  matter  of this  Agreement.
                           There  are  no  other  representatives,   agreements,
                           arrangements  or  understandings,  oral  or  written,
                           among  the  parties  hereto  respecting  the  subject
                           matter  in  this   Agreement   which  are  not  fully
                           expressed  in  this   Agreement.   Any  alleged  oral
                           representations  or  modifications   concerning  this
                           Agreement shall be of no force or effect.

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<PAGE>

                  3.8      Amendment.  This  Agreement  cannot  be  modified  or
                           amended  except  by  a  writing signed by the parties
                           hereto.

                  3.9      Attorney  Fees.  If either  party brings an action to
                           enforce the terms and provisions of this Agreement or
                           to declare rights hereunder,  the prevailing party in
                           any such action  shall be entitled to an award of its
                           reasonable   attorney   fees   to  be   paid  by  the
                           non-prevailing party as determined by the court.

                  3.10     Knowing and Voluntary Execution.  Colmena and Outcalt
                           represent  that  they  fully  understand  all  of the
                           terms,  provisions  and effect of this  Agreement and
                           they have been advised by  independent  legal counsel
                           and  other   professionals   of  their  own  choosing
                           regarding the consequences of this Agreement and that
                           they are entering into this Agreement voluntarily and
                           of their own free will.

                  3.11     Corporate  Authority.  Each individual executing this
                           Agreement on behalf of a corporation  represents  and
                           warrants that he or she is duly authorized to execute
                           and  deliver   this   Agreement  on  behalf  of  such
                           corporation   in  accordance   with  a  duly  adopted
                           resolution   of  the  Board  of   Directors  of  such
                           corporation  and that this  Agreement is binding upon
                           such corporation in accordance with its terms.


                  3.12     Counterparts.   This   Agreement   may  be   executed
                           simultaneously or in any number of counterparts, each
                           of which  shall be  deemed  an  original,  but all of
                           which together shall constitute one agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.


                                                                       "COLMENA"

                                                                   COLMENA CORP.
                                                          A Delaware corporation

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


                                                                       "OUTCALT"


                                                             /s/ Jeffrey Outcalt

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