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Solution Technology International Inc – ‘8-K’ for 1/29/99 – EX-10.1

As of: Friday, 1/29/99 · For: 1/29/99 · Accession #: 1000285-99-1 · File #: 0-27842

  As Of                Filer                Filing    For·On·As Docs:Size

 1/29/99  Solution Technology Int’l Inc     8-K:1       1/29/99    3:69K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Changes in Management and CPA                         10     50K 
 2: EX-10.1     Yankee Consulting Agreement                           11     49K 
 3: EX-99.B-1   Minutes of Directors Meeting                           2     10K

EX-10.1 — Yankee Consulting Agreement

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EXHIBIT 10.1 Yankee Consulting Agreement                                        

Consulting Agreement                                                            

This  Consulting  Agreement  (the  "Agreement")  is made and entered into by and
between Colmena Corporation, a publicly held Delaware corporation with a classes
of equity securities  registered under Section 12(g) of the Securities  Exchange
Act of 1934, as amended (the "Exchange Act"), and currently  trading on the over
the counter bulletin board operated by but not a part of NASDAQ ("Client"); and,
The Yankee Companies, Inc., a Florida corporation ("Yankees"; Client and Yankees
being hereinafter collectively referred to as the "Parties" and generically as a
"Party").                                                                       

Preamble :                                                                      

WHEREAS,  Client is engaged in the business more  particularly  described in the
reports filed by Client with the  Securities and Exchange  Commission  ("SEC" or
"Commission"),  as  disclosed  in the SEC's  EDGAR web site on the  Internet  at
"http//sec.gov/Archives/edgar/data; and                                         

WHEREAS,  Client's business has experienced  material  difficulties based on its
failure  to obtain  anticipated  capital  from its  investment  banker  and from
operations,  in both  cases  caused by a material  default by a customer  in its
payment   obligations   and  by  certain   problems  in  one  of  its  operating
subsidiaries, as a result of which its strategic plans are no longer viable; and

WHEREAS,  Yankees has  substantial  strategic  business  experience,  acumen and
contacts, and Client desires to avail itself of Yankees' services in conjunction
with development and implementation of alternative strategic plans and to assure
attainment  of such  goals by  securing  Yankees's  assistance  to recruit a new
management  team,  develop  proper  investment  banking  relationships,  develop
ongoing  access to debt and equity capital  markets,  and develop growth through
acquisition of complementary business operations; and                           

WHEREAS, Yankees is agreeable to making its services available to Client, on the
terms and subject to the conditions hereinafter set forth:                      

NOW,  THEREFORE,   in  consideration  for  Yankees's  agreement  to  render  the
hereinafter described services as well as of the premises,  the sum of TEN ($10)
DOLLARS, and other good and valuable consideration,  the receipt and adequacy of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:                                                               

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EX-10.1 2nd Page of 11 TOC 1st Previous Next ↓Bottom Just 2nd
Witnesseth:                                                                     

ARTICLE ONE                                                                     
OBLIGATIONS OF THE PARTIES                                                      

1.1Description of Services                                                      

(A)Yankees's  areas of expertise include corporate  structure,  organization and
reorganization;  mergers,  acquisitions and  divestitures;  strategic  corporate
development;  corporate financial and equity analysis;  market strategy planning
and  implementation;  corporate  communication,  financial  public relations and
stockholder relations consulting;  business plan development and implementation;
marketing   sales  and  analysis;   executive  and   professional   recruitment;
coordination   and  supervision  of  professional   services;   development  and
implementation of regulatory compliance procedures (the "Services").            

(B)During the Initial Term of this Agreement (as hereinafter  defined),  Yankees
shall provide  Client with the Services,  on a  reasonable,  as required  basis,
consistent with Yankees's other business activities.                            

(C)Yankees  shall be responsible for  administering  the expenditure of proceeds
derived by the Client from exercise of the hereinafter described Class A Options
in order to implement the strategic plans developed by Yankees and to settle and
discharge  corporate  obligations of the Client,  and in  conjunction  with such
role,  shall  establish  and operate  banking  accounts  for the Client,  in the
Client's  name  or  otherwise,  using  such  signatories  as  Yankees  may  deem
appropriate, in its sole and unfettered discretion.                             

(D)Because   of  Client's   status  under  federal   securities   laws,  in  any
circumstances  where Yankees is describing  the  securities of Client to a third
Party,  Yankees  shall  disclose to such person the  compensation  received from
Client to the extent  required under any  applicable  laws,  including,  without
limitation,  Section 17(b) of the Securities  Act of 1933, as amended;  however,
the Parties  acknowledge  they do not contemplate that Yankees shall be involved
in  any  activities  on  behalf  of  Client   requiring  such   descriptions  or
disclosures,  or that the Services involve any activities  subject to regulation
under  federal  or state  securities  laws other  than the  prohibitions  of the
Foreign  Corrupt  Practices Act,  except for the  introduction of Client and its
principals to licensed  broker  dealers in securities,  securities  analysts and
appropriate corporate information and stockholder relations specialists.        

1.2     Fiduciary Obligation to Client                                          

     In rendering  its  services,  Yankees shall not disclose to any third party
any  confidential  non-public  information  furnished  by  Client  or  otherwise
obtained by it with respect to Client.                                          

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1.3     Limitations on Services                                                 

(A)The  Parties  recognize that certain  responsibilities  and  obligations  are
imposed by federal and state  securities  laws and by the  applicable  rules and
regulations of stock exchanges,  the National Association of Securities Dealers,
Inc.  (collectively with its subsidiaries  being hereinafter  referred to as the
"NASD"),  in-house  "due  diligence"  or  "compliance"  departments  of licensed
securities firms, etc.; accordingly, Yankees agrees that it will not release any
information or data about Client to any selected or limited  person(s),  entity,
or  group  if  Yankees  is  aware  that  such  information  or data has not been
generally released or promulgated.                                              

(B)Yankees shall restrict or cease, as directed by Client, all efforts on behalf
of  Client,   including  all  dissemination  of  information  regarding  Client,
immediately  upon receipt of instructions  (in writing by fax or letter) to that
effect from Client.                                                             

1.4     Yankees' Compensation:                                                  

(A)Except as described below with reference to certain of the services described
above, which are to be completed within the initial 365 days of this Agreement: 

     (1)Yankees  will bill at its standard hourly rates for all work as to which
a prior  written  arrangement  with  different  terms has not been entered into,
however,  no hourly  billable  services  will be  provided  except  at  Client's
specific request.                                                               

     (2)Any documents prepared by Yankees or provided to Client's  advisors,  at
Client's  request,  on existing  forms will be subject to a $50 per page initial
licensing fee augmented by the time spent in personalizing the subject form.    

(B)Notwithstanding  the provisions of Section 1.4(a) above, during the first 365
days of this Agreement (the "Initial Term"), Yankees will accept and Client will
pay to Yankees:                                                                 

     (1)Options   (the  "Class  A  Options")  to  purchase  shares  of  Client's
outstanding or reserved common stock (all reserved common stock being treated as
outstanding for purposes of such calculation), on the following terms (the"Stock
Signing Fee."):                                                                 

          (a)The  quantity of Client common stock subject to the Class A Options
shall be equal to approximately  51% of Client's  outstanding or reserved common
stock, immediately following complete exercise of all the Class A Options;      

          (b)The  Class A Option  term  will  commence  on the  10th  day  after
execution of this  Agreement and will  terminate at the close of business on the
365th day following the date of this  Agreement,  as evinced by the last date on
the execution page hereof;                                                      

          (c)The  terms of the shall be those  reflected  in the form of warrant
agreement  annexed  hereto and made a part hereof as composite  exhibit  1.4(B),
which  form  shall  constitute  the basis for and terms of the Class A  Options,
other than as specifically modified hereby                                      

          (d)The  exercise  price of the  Class A  Options  will be based on the
number of shares  outstanding  at the time of exercise,  pro rated in accordance
with the following  formula:  in the event that an aggregate of 7,750,000 shares
of capital  stock are  outstanding  or reserved for future  issuance  (excluding
those  reserved for the Class A Options  issuable  hereunder)  under  reasonably
definable terms (e.g. options, warrants, pending acquisitions, obligations under
employment  agreements,  etc.),  then the number of shares  purchasable would be
8,066,326  and the  exercise  price would be $0.005 per share,  any  increase or
decrease in the  outstanding  and reserved  shares  resulting in a corresponding
adjustment to the Class A Option exercise quantity and price;                   

          (e)Yankees  shall have the right to cashless  exercise of the options,
as reflected  in the form of warrant  agreement  annexed  hereto and made a part
hereof as composite exhibit 1.4(B),  as that concept is legally  interpreted for
purposes of permitting tacking of holding periods under SEC Rule 144.           

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     (2)If,  for any reason (other than a stock split also  affecting  Yankees's
shares issued as the Stock Signing Fee) Client's  outstanding  securities exceed
those  contemplated  as the basis for  determining  the Class A Option  exercise
prices within 12 months  following the end of the exercise term, then additional
shares in an  amount  to such  difference  on a pro  rated  basis  (based on the
options exercised) shall be issued to Yankees.                                  

     (3)The  foregoing  compensation is in lieu of document  license fees and of
required cash  payments for up to an aggregate of 200 hours of Yankees's  hourly
fees during the initial six month term of this  Agreement  (but not those of its
associated entities),  and, for tax purposes, shall be valued at an aggregate of
$20,000.                                                                        

     (4)Client has been informed that a portion of the Stock Signing Fee will be
transferred by Yankees to third party  independent  consultants  who will assist
Yankees in the performance of its duties hereunder.                             

     (5)The Class A Options may be exercised,  in whole or in part,  there being
no minimum exercise requirements.                                               

(C)In addition to the  compensation  described  above with reference to services
during the  Initial  Term of this  Agreement  and  whether or not the  following
services are rendered during such Initial Term:                                 

     (1)In the event that  Yankees  arranges or  provides  funding for Client on
terms more  beneficial  than  those  reflected  in  Client's  current  principal
financing agreements, Yankees shall be entitled, at its election, to either:    

    (a)A fee equal to 25% of such savings, on a continuing basis; or

          (b)If  equity  funding is provided  though  Yankees or any  affiliates
thereof, a discount of 10% from the bid price for the subject equity securities,
if they are issuable as free trading securities,  or, a discount of 50% from the
bid price for the subject equity securities,  if they are issuable as restricted
securities (as the term restricted is used for purposes of SEC Rule 144); or    

          (b)If funding is provided by any person or group of persons introduced
to Client by Yankees or persons associated with Yankees, directly or indirectly,
but not is not  provided  by  Yankees  or its  principals  as  described  in the
preceding sb section,  then  Yankees  shall be entitled to an  introduction  fee
equal to 5% of the aggregate proceeds so obtained; and                          

     (2)In the event that Yankees  generates  business for Client,  then, on any
sales resulting  therefrom,  Yankees shall be entitled to a commission  equal to
10% of the gross income derived by Client therefrom, on a continuing basis.     

     (3)In the event  that  Yankees or any  affiliate  thereof  arranges  for an
acquisition by Client,  then Yankees shall be entitled to compensation  equal to
10%  of  the  compensation  paid  for  such  acquisition,  in  addition  to  any
compensation negotiated and received from the acquired entity or its affiliates.

(D)Client will assure that its legal counsel promptly prepares all reports which
then existing holders of Client's securities  (including Yankees, its affiliates
and  successors  in  interest)  are  required  to file with the  Securities  and
Exchange  Commission  as  a  result  of  Client's  reporting  status,  including
Securities  and  Exchange  Commission  Forms  3, 4 and 5,  Schedules  13(d)  and
Schedules 13(g),  and shall submit all such reports to the subject  stockholders
for  prompt  execution  and  timely  filing  with the  Securities  and  Exchange
Commission.                                                                     

(E) (1)In addition to payment of fees, Client will be responsible for payment of
all costs and disbursements associated with Yankees's services either:          

        (a)Involving less than $50 per item and $200 in the aggregate during
the preceding 30 day period; or                                                 

(b)Reflected in an operating budget approved by Client; or  

          (c)Approved in writing by Client; provided,  however, that the refusal
by Client  to  approve  expenditures  required  for the  proper  performance  of
Yankees's services will excuse performance of such services.                    

   (2)All of Yankees's statements will be paid within 10 days after receipt.

     (3)In the event additional time for payment is required,  Yankees will have
the option of selling the account  receivable  and Client agrees to pay interest
thereon at the monthly rate of 1%.                                              

     (4)In the event  collection  activities are required,  Client agrees to pay
all of Yankees's out of pocket costs associated therewith.                      

     (5)There will be no change or waiver of the  provisions  contained  herein,
unless such charge is in writing and signed by Client and Yankees.              

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1.5     Client's Commitments                                                    

(A).     (1)All work requiring legal review will be submitted for approval by   
Client to Client's legal counsel prior to its use.                              

     (2)Final  drafts of any matters  prepared for use by Yankees in conjunction
with the  provision of the  Services  will be reviewed by Client and, if legally
required, by Client's legal counsel, to assure that:                            

(a)All required information has been provided;              

(b)All materials are presented accurately; and,             
     (c)That no materials required to render information provided "not
misleading" are omitted.                                                        

     (2)Only after such review and approval by Client and, if required, Client's
legal counsel,  will any documents be filed with regulatory agencies or provided
to Yankees or third parties.                                                    

     (3)(a)Financial data will be reviewed by competent, independent,  certified
public accountants to be separately retained by Client.                         

          (b)Such  accountants  will be  required  to  review  and  approve  all
financially related filings, prior to release to Yankees, other third parties or
submission to the appropriate regulatory authorities.                           

(B)  (1)Client  shall  supply  Yankees on a regular  and  timely  basis with all
approved data and information about Client,  its management,  its products,  and
its operations and Client shall be responsible for advising  Yankees of any fact
which would  affect the accuracy of any prior data and  information  supplied to
Yankees.                                                                        

     (2)Client  shall use its best efforts to promptly  supply Yankees with full
and  complete  copies of all  filings  with all  federal  and  state  securities
agencies;  with  full  and  complete  copies  of  all  shareholder  reports  and
communications whether or not prepared with Yankees's assistance,  with all data
and information supplied to any analyst,  broker-dealer,  market maker, or other
member of the  financial  community;  and with all  product/services  brochures,
sales materials, etc.                                                           

     (3)Client shall promptly  notify Yankees of the filing of any  registration
statement  for the sale of securities  and/or of any other event which  triggers
any restrictions on publicity.                                                  

     (4)Client  shall  be  deemed  to make a  continuing  representation  of the
accuracy of any and all material facts, material, information, and data which it
supplies to Yankees and Client acknowledges its awareness that Yankees will rely
on such  continuing  representation  in  performing  its  functions  under  this
Agreement.                                                                      

     (5)Yankees,  in the absence of notice in writing from  Client,  may rely on
the continuing accuracy of material, information and data supplied by Client.   

ARTICLE TWO                                                                     
TERM, RENEWALS & EARLIER TERMINATION                                            

2.1     Term.                                                                   

     This Agreement shall be for an initial term of 730 days,  commencing on the
date of its complete execution by all Parties,  as evinced in the execution page
hereof (the "Initial Term").                                                    

2.2     Renewals.                                                               

     This  Agreement  shall be renewed  automatically,  after  expiration of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 30th day
prior to termination of the then current term.                                  

2.3     Final Settlement.                                                       

(A)Upon  termination of this Agreement and payment to Yankees of all amounts due
it hereunder,  Yankees or its representative shall execute and deliver to Client
a receipt for such sums and a release of all  claims,  except such claims as may
have been  submitted  pursuant to the terms of this  Agreement  and which remain
unpaid,  and, shall forthwith tender to Client all records,  manuals and written
procedures,  as may be  desired  by  Client  for the  continued  conduct  of its
business; and                                                                   

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(B)Client or its  representative  shall execute and deliver to Yankees a receipt
for all  materials  returned and a release of all claims,  except such claims as
may have been submitted pursuant to the terms of this Agreement and which remain
unpaid, and, shall forthwith tender to Yankees all records,  manuals and written
procedures,  as may be  desired  by  Yankees  for the  continued  conduct of its
business.                                                                       

ARTICLE THREE                                                                   
YANKEES' CONFIDENTIALITY & COMPETITION COVENANTS                                

3.1     General Provisions.                                                     

(A)Yankees  acknowledges  that,  in  and as a  result  of its  entry  into  this
Agreement,  it will be making use of  confidential  information  of special  and
unique  nature and value  relating to such  matters as Client's  trade  secrets,
systems, procedures,  manuals,  confidential reports;  consequently, as material
inducement to the entry into this Agreement by Client,  Yankees hereby covenants
and agrees that it shall not, at anytime during the term of this Agreement,  any
renewals  thereof  and for two  years  following  the  terms of this  Agreement,
directly or indirectly,  use, divulge or disclose,  for any purpose  whatsoever,
any of such confidential  information which has been obtained by or disclosed to
it as a result of its  entry  into  this  Agreement  or  provision  of  services
hereunder.                                                                      

(B)In the  event of a breach  or  threatened  breach  by  Yankees  of any of the
provisions of this Article Three,  Client,  in addition to and not in limitation
of any other rights,  remedies or damages available to Client, whether at law or
in equity, shall be entitled to a permanent injunction in order to prevent or to
restrain any such breach by Yankees,  or by its partners,  directors,  officers,
stockholders,   agents,   representatives,   servants,   employers,   employees,
affiliates  and/or any and all persons directly or indirectly acting for or with
it.                                                                             

3.2     Special Remedies.                                                       

     In view of the irreparable harm and damage which would undoubtedly occur to
Client and its  clients as a result of a breach by Yankees of the  covenants  or
agreements  contained  in this  Article  Three,  and in  view of the  lack of an
adequate remedy at law to protect Client's  interests,  Yankees hereby covenants
and agrees that Client shall have the following  additional  rights and remedies
in the event of a breach hereof:                                                

(A)Yankees hereby consents to the issuance of a permanent  injunction  enjoining
it from any violations of the covenants set forth in this Article Three; and    

(B)Because  it is  impossible to ascertain or estimate the entire or exact cost,
damage or injury which Client or its clients may sustain  prior to the effective
enforcement of such injunction,  Yankees hereby covenants and agrees to pay over
to Client,  in the event it violates the covenants and  agreements  contained in
this Article Three, the greater of:                                             

   (1)Any payment or compensation of any kind received by it because of such
violation before the issuance of such injunction, or                            

     (2)The  sum of One  Thousand  Dollars  per  violation,  which  sum shall be
liquidated  damages,  and not a penalty,  for the injuries suffered by Client or
its clients as a result of such violation, the Parties hereto agreeing that such
liquidated  damages are not intended as the exclusive remedy available to Client
for any breach of the covenants and agreements  contained in this Article Three,
prior to the issuance of such injunction,  the Parties recognizing that the only
adequate remedy to protect Client and its clients from the injury caused by such
breaches would be injunctive relief.                                            

3.3     Cumulative Remedies.                                                    

     Yankees  hereby  irrevocably  agrees that the  remedies  described  in this
Article  Three shall be in  addition  to, and not in  limitation  of, any of the
rights or  remedies to which  Client and its clients are or may be entitled  to,
whether at law or in equity, under or pursuant to this Agreement.               

3.4     Acknowledgment of Reasonableness.                                       

(A)Yankees  hereby  represents,  warrants and  acknowledges  that its members or
officers and directors have carefully read and considered the provisions of this
Article Three and, having done so, agrees that the restrictions set forth herein
are fair and reasonable  and are  reasonably  required for the protection of the
interests of Client, its members, officers, directors,  consultants,  agents and
employees;   consequently,   in  the  event  that  any  of  the  above-described
restrictions shall be held unenforceable by any court of competent jurisdiction,
Yankees  hereby  covenants,  agrees  and  directs  such  court to  substitute  a
reasonable judicially  enforceable  limitation in place of any limitation deemed
unenforceable and, Yankees hereby covenants and agrees that if so modified,  the
covenants  contained in this Article Three shall be as fully  enforceable  as if
they had been set forth herein directly by the Parties.                         
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(B)In  determining the nature of this limitation,  Yankees hereby  acknowledges,
covenants  and  agrees  that  it is the  intent  of  the  Parties  that a  court
adjudicating a dispute arising hereunder  recognize that the Parties desire that
these  covenants not to compete or  circumvent be imposed and  maintained to the
greatest extent possible.                                                       

3.5     Exclusivity.                                                            

     Yankees  shall not be  required to devote all of its  business  time to the
affairs  of  Client,  rather  it  shall  devote  such  time as it is  reasonably
necessary in light of its other business commitments.                           

ARTICLE FOUR                                                                    
Client' CONFIDENTIALITY & COMPETITION COVENANTS                                 

4.1     General Prohibitions                                                    

(A)Client  acknowledges  that, in and as a result of its  engagement of Yankees,
Client  will be making use of  confidential  information  of special  and unique
nature and value  relating  to such  matters  as  Yankees's  business  contacts,
professional advisors, trade secrets, systems, procedures, manuals, confidential
reports,  lists of clients,  potential customers and funders;  consequently,  as
material  inducement to the entry into this Agreement by Yankees,  Client hereby
covenants  and  agrees  that it shall not,  at  anytime  during the term of this
Agreement,  any renewals  thereof an for two years  following  the terms of this
Agreement,  directly or indirectly,  use,  divulge or disclose,  for any purpose
whatsoever,  any of such confidential  information which has been obtained by or
disclosed  to  it as a  result  of  its  employment  of  Yankees,  or  Yankees's
affiliates.                                                                     

(B)In  the  event of a breach  or  threatened  breach  by  Client  of any of the
provisions of this Article Four,  Yankees,  in addition to and not in limitation
of any other rights, remedies or damages available to Yankees, whether at law or
in equity, shall be entitled to a permanent injunction in order to prevent or to
restrain  any  such  breach  by  Client,  or by  Client's  partners,  directors,
officers, stockholders, agents, representatives, servants, employers, employees,
affiliates  and/or any and all persons directly or indirectly acting for or with
it.                                                                             

4.2     Special Remedies.                                                       

     In view of the irreparable harm and damage which would undoubtedly occur to
Yankees  as a result  of a breach  by  Client  of the  covenants  or  agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect  Yankees's  interests,  Client  hereby  covenants and agrees that
Yankees shall have the following  additional rights and remedies in the event of
a breach hereof:                                                                

(A)Client hereby consents to the issuance of a permanent injunction enjoining it
from any violations of the covenants set forth in this Article Four is and      

(B)Because  it is  impossible to ascertain or estimate the entire or exact cost,
damage or injury which Yankees may sustain prior to the effective enforcement of
such injunction,  Client hereby covenants and agrees to pay over to Yankees,  in
the event it violates the  covenants  and  agreements  contained in this Article
Four, the greater of:                                                           

   (1)Any payment or compensation of any kind received by it because of such
violation before the issuance of such injunction, or                            
     (2)The  sum of One  Thousand  Dollars  per  violation,  which  sum shall be
liquidated damages, and not a penalty, for the injuries suffered by Yankees as a
result of such  violation,  the Parties  hereto  agreeing  that such  liquidated
damages are not intended as the  exclusive  remedy  available to Yankees for any
breach of the covenants and agreements  contained in this Article Four, prior to
the issuance of such injunction,  the Parties recognizing that the only adequate
remedy to protect  Yankees  from the  injury  caused by such  breaches  would be
injunctive relief.                                                              

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4.3     Cumulative Remedies.                                                    

     Client  hereby  irrevocably  agrees  that the  remedies  described  in this
Article  Four  shall be in  addition  to, and not in  limitation  of, any of the
rights or remedies to which Yankees is or may be entitled to,  whether at law or
in equity, under or pursuant to this Agreement.                                 

4.4     Acknowledgment of Reasonableness.                                       

(A)Client hereby  represents,  warrants and  acknowledges  that its officers and
directors have carefully read and considered the provisions of this Article Four
and, having done so, agree that the  restrictions  set forth herein are fair and
reasonable  and are  reasonably  required for the protection of the interests of
Yankees, its members, officers,  directors,  consultants,  agents and employees;
consequently, in the event that any of the above-described restrictions shall be
held  unenforceable  by any  court  of  competent  jurisdiction,  Client  hereby
covenants,  agrees and directs such court to substitute a reasonable  judicially
enforceable  limitation in place of any  limitation  deemed  unenforceable  and,
Client hereby covenants and agrees that if so modified,  the covenants contained
in this Article Four shall be as fully enforceable as if they had been set forth
herein directly by the Parties.                                                 

(B)In  determining the nature of this  limitation,  Client hereby  acknowledges,
covenants  and  agrees  that  it is the  intent  of  the  Parties  that a  court
adjudicating  a dispute  hereunder  recognize that the Parties desire that these
covenants not to compete or circumvent be imposed and maintained to the greatest
extent possible.                                                                

ARTICLE FIVE                                                                    
MISCELLANEOUS                                                                   

5.1     Notices.                                                                

     All notices,  demands or other written communications hereunder shall be in
writing, and unless otherwise provided,  shall be deemed to have been duly given
on the first business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:          

To Yankees:                                                                     
902 Clint Moore Road, Suite 136; Boca Raton, Florida 3418                       
Telephone (561) 998-2025; Fax (561) 998-3425                                    
Attention: Leonard Miles Tucker, President                                      

and                                                                             

1941 Southeast 51st Terrace; Ocala, Florida 34471                               
Telephone (352) 694-9179; Fax (352) 694-9178                                    
Attention: Vanessa H. Mitchem, Chief Administrative Officer                     

To Client:                                                                      
Colmena Corporation                                                             
25100 Detroit Road; Westlake, Ohio 44145; Telephone (440) 871-5000              
or at such address, telephone and fax numbers                                   
as are reflected on the SEC's EDGAR Internet site;                              
Attention: Richard C. Peplin, Jr., President & Chief Executive Officer          

in each case,  with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner  hereinabove
set forth.                                                                      

5.2     Amendment.                                                              

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid unless the same is in writing and signed by Parties.             

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5.3     Merger.                                                                 

(A)This instrument,  together with the instruments referred to herein,  contains
all of the  understandings  and  agreements  of the Parties  with respect to the
subject matter discussed herein.                                                

(B)All prior  agreements  whether written or oral are merged herein and shall be
of no force or effect.                                                          

5.4     Survival.                                                               

     The  several  representations,  warranties  and  covenants  of the  Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any Party.                                                            

5.5     Severability.                                                           

     If any provision or any portion of any provision of this  Agreement,  other
than a conditions precedent, if any, or the application of such provision or any
portion  thereof  to any  person  or  circumstance  shall  be  held  invalid  or
unenforceable,  the  remaining  portions  of such  provision  and the  remaining
provisions of this Agreement or the  application of such provision or portion of
such provision as is held invalid or  unenforceable  to persons or circumstances
other than  those to which it is held  invalid  or  unenforceable,  shall not be
affected thereby.                                                               

5.6     Governing Law and Venue.                                                

     This Agreement  shall be construed in accordance with the laws of the State
of  Delaware  (both  substantive  and  procedural,  other  than  choice  of  law
provisions)  but any  proceeding  arising  between  the  Parties  in any  matter
pertaining or related to this Agreement  shall, to the extent  permitted by law,
be held in Palm Beach County, Florida.                                          

5.7     Dispute Resolution in lieu of Litigation.                               

(A)In the event of any dispute arising under this Agreement,  or the negotiation
thereof or inducements to enter into the  Agreement,  the dispute shall,  at the
request of any Party, be exclusively resolved through the following procedures: 

     (1)(a)First,  the issue shall be submitted to mediation  before a mediation
service  in  Palm  Beach  County,  Florida  to  be  selected  by  lot  from  six
alternatives to be provided, three by Yankees and three by Client.              

          (b)The  mediation  efforts shall be concluded within ten business days
after  their  initiation  unless the  Parties  unanimously  agree to an extended
mediation period;                                                               

     (2)In the event that mediation does not lead to a resolution of the dispute
then at the  request of any  Party,  the  Parties  shall  submit the  dispute to
binding  arbitration before an arbitration service located in Palm Beach County,
Florida,  to be selected by lot, from six  alternatives  to be provided,  in the
manner set forth above for selection of a mediator;                             

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     (3)(A)Expenses  of  mediation  shall  be borne by the  Parties  equally  if
successful but if unsuccessful,  expenses of mediation and of arbitration  shall
be borne by the  Party or  Parties  against  whom the  arbitration  decision  is
rendered.                                                                       

          (B)If the terms of the  arbitral  award do not  establish a prevailing
Party,  then the expenses of  unsuccessful  mediation and  arbitration  shall be
borne &half; by Client and &half; by Yankees.                                   

(B)Judgment upon the award rendered by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.                                              

(C)In  any  action  between  the  Parties  to  enforce  any of the terms of this
Agreement or any other matter arising from this Agreement,  the prevailing Party
shall be  entitled  to  recover  its costs and  expenses,  including  reasonable
attorneys'  fees up to and  including  all  negotiations,  trials  and  appeals,
whether or not litigation is initiated.                                         

5.8     Benefit of Agreement.                                                   

     The terms and provisions of this Agreement  shall be binding upon and inure
to the benefit of the Parties, jointly and severally, their successors, assigns,
personal representatives, estate, heirs and legatees.                           

5.9     Captions.                                                               

     The captions in this Agreement are for  convenience  and reference only and
in no way define,  describe,  extend or limit the scope of this Agreement or the
intent of any provisions hereof.                                                

5.10     Number and Gender.                                                     

     All pronouns  and any  variations  thereof  shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require. 

5.11     Further Assurances.                                                    

     The Parties hereby agree to do,  execute,  acknowledge and deliver or cause
to be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.          

5.12     Status.                                                                

(A)Nothing  in  this  Agreement  shall  be  construed  or  shall   constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship, or principal-agent relationship.                                  

(B)Throughout  the term of this  Agreement,  Yankees shall serve an  independent
contractor,  as that term is  defined  by the  United  States  Internal  Revenue
Service, and in conjunction  therewith,  shall be responsible for all of his own
tax reporting and payment obligations.                                          

(C)In  amplification  of the  foregoing,  Yankees  shall,  subject to reasonable
reimbursement  on a pre-approved  budgetary  basis, be responsible for providing
its own office facilities and supporting personnel.                             

5.13     Counterparts.                                                          

(A)This  Agreement  may be  executed  in any  number of  counterparts  delivered
through facsimile transmission.                                                 

(B)All executed counterparts shall constitute one Agreement notwithstanding that
all signatories are not signatories to the original or the same counterpart.    

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5.14     License.                                                               

(A)(1)This Agreement is the property of Yankees.                                

     (2)The use hereof by the Parties is  authorized  hereby solely for purposes
of this  transaction and, the use of this form of agreement or of any derivation
thereof without Yankees' prior written permission is prohibited.                

     (3)This  Agreement  shall not be construed more  stringently or interpreted
less favorably against Yankees' based on authorship.                            

(B)Each of the Parties hereby acknowledge that Yankees is not a law firm and has
not provided it with any advice,  legal or otherwise,  in conjunction  with this
Agreement,  but rather,  has suggested that it rely solely on its own experience
and advisors in evaluating or interpreting this Agreement.                      

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the last date set forth below.                                               

Signed, Sealed & Delivered                                                      
In Our Presence                                                       
                                                           Colmena Corporation
----------------------------                                                    

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

                                              ----------------------------------
                                         /s/ Richard C. Peplin, Jr., President

Dated:  _____________________                                                   
                                                Attest:/s/ Robert S. Gigliotti

                                         ---------------------------------------

                                           /s/  Robert S. Gigliotti, Secretary

                                                      The Yankee Companies, Inc.
----------------------------                                                    

____________________________               By:     /s/ Leonard Miles Tucker     

                                      ------------------------------------------
                                   /s/ Leonard Miles Tucker, President

Dated:  _____________________                                                   
                                      Attest:/s/ William A. Calvo, III

                                    --------------------------------------------
                                    /s/ William A. Calvo, III, Secretary

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Filing Submission 0001000285-99-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Solution Technology International Inc – ‘8-K’ for 1/29/99 – EX-10.1

As of: Friday, 1/29/99 · For: 1/29/99 · Accession #: 1000285-99-1 · File #: 0-27842

Previous ‘8-K’: ‘8-K’ on 2/26/98 for 2/25/98 · Next: ‘8-K/A’ on 2/12/99 for 2/10/99 · Latest: ‘8-K’ on / for 9/14/12

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EX-10.1 — Yankee Consulting Agreement

Current Report — Form 8-K
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