CONSULTING AGREEMENT

         THIS  CONSULTING  AGREEMENT  ("agreement")  is entered  into  effective
November  10, 1997,  between  COLMENA  CORP.,  a Delware  corporation,  with its
principal  offices  located  at  25100  Detroit  Road,   Westlake,   Ohio  44145
(hereinafter  referred  to as  the  "Company"),  and  ROBERT  S.  GIGLIOTTI,  an
individual  resident of  Michigan,  with his  principal  offices  located at 901
Wilshire Drive, Suite 400, Troy, Michigan 48084 (hereinafter "Consultnat").

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 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  loads)  with  which to
               effect a transaction;

         (g)   Assist  in  negotiation  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
               financial advisory 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 he
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" or 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 ore NASD  member  firms
engaged by the Company for such purpose.

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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 Consultant

         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 of
               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.



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         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 (for 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 part of a breach of any  provision  of
               this  Agreement  shall not  operate  as or be  construed  to 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 of 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 ten 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 the insure 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  provisions  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 persons 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.



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

                                           COLMENA CORP.
                                           a Delaware corporation

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



                                        CONSULTANT:

                                        By: /s/ ROBERT S. GIGLIOTTI




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