CONSULTING AND NONCOMPETITION AGREEMENT



      This agreement is made effective April 26, 2001, between Columbus Jack

Corporation, an Ohio corporation (the "Company"), whose address is 1000 South

Front Street, Columbus, Ohio 43206-2598, fax no. (614) 445-3981, and Dennis B.

Mellman (the "Consultant"), whose address is xxxxxxx, who hereby agree as

follows:



      ss.1. Retention. Upon the terms and subject to the conditions described in

this agreement, the Company hereby retains the Consultant to perform the

services described in ss.3, below, and the Consultant hereby accepts such

retention by the Company.



      ss.2. Term. The Consultant's retention by the Company pursuant to this

agreement shall begin on the date set forth above (the "Commencement Date") and

shall end on the first anniversary of the Commencement Date (the "Term"), unless

sooner terminated pursuant to ss.8 of this agreement.



      ss.3. Services. During the Term, the Consultant shall perform such

services and be responsible for such activities as may be reasonably assigned to

him from time to time by the board of directors of the Company (the "Board") or

the President of the Company, subject to the business policies and operating

programs, budgets, procedures, and directions established from time to time by

the Board (the "Services"). The Consultant shall be available during regular

business hours to devote not less than 20 hours per week of his professional

time, attention, energy, loyalty, and skill to the performance of the Services;

provided that the Consultant shall have no obligation to devote more than 28

hours per week to the performance of the Services.



      ss.4. Independent Contractor. The relationship between the Company and the

Consultant is that of independent contractors. This agreement does not establish

a partnership, joint venture, or agency between the parties, nor does it create

an employer-employee relationship. The Consultant shall have no authority or

power to bind the Company, to create any liability against the Company, or to

incur any obligations on behalf of the Company in any way or for any purpose,

except as expressly authorized in or pursuant to this agreement, and the

Consultant shall not hold himself out as having any such authority.



      The Consultant shall not be entitled to any benefits or perquisites made

available to employees of the Company. The Company shall not be obligated to

provide workers' compensation or unemployment compensation for the Consultant or

pay any premiums or fees with respect thereto. The Consultant shall be

responsible for the payment, and shall pay when due, any and all taxes imposed

on the Consultant by any governmental authority or agency in connection with the

fees or other amounts paid by the Company to the Consultant pursuant to this

agreement, including without limitation all federal, state, and local income

taxes, social security taxes, and unemployment taxes, and the Company shall not

be obligated to withhold any of such taxes from the Consultant's compensation

under this agreement or pay any such taxes on the Consultant's behalf.



      ss.5. Compensation. As compensation for the Services, the Company shall

pay the Consultant the consulting fees and other benefits described below:



            (a) For the one-year period ending on the first anniversary of the

      Commencement Date, a consulting fee of $120,000, which shall be payable in

      arrears in regular installments (but not less frequently than monthly) in

      accordance with the Company's general policies and procedures for payment

      of its executive personnel;



            (c) Group health and welfare, insurance, and retirement benefits

      comparable to those offered generally to the Company's executive personnel

      from time to time.



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            (d) Five weeks paid vacation during each year of this agreement.



            (e) Until the expiration of the three-year automobile lease dated

      September 26, 1998, for the 1999 Mercedes CLK 430 (the "Mercedes Lease"),

      $850.47 per month as an automobile allowance, which allowance shall be

      paid directly by the Company to the Lessor under the Mercedes Lease.



      In addition, following termination of this agreement for any reason (other

than for Cause or the death of the Employee) and continuing until the Consultant

reaches 63 and one-half years of age, the Company shall continue to make

available to the Consultant participation in such group health, disability, and

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