Conversion Agreement

          This Conversion  Agreement (the  "Agreement") is made and entered into
          by and among Colmena  Corp.,  a Delaware  corporation  with a class of
          securities   registered  under  Section  12(g)  of  the  Exchange  Act
          ("Colmena") and, The Calvo Family  Spendthrift  Trust, a Florida trust
          (the  "CFST"),  Colmena  and  the  CFST  being  sometimes  hereinafter
          collectively referred to as the "Parties" or generically as a "Party".

                                    Preamble:

          WHEREAS,  in order for Colmena to arrange for a reorganization  of its
     operations designed to permit it to acquire one or more promising operating
     companies,  it needs  to  reduce  all of its  current  indebtedness  and in
     conjunction  therewith,  on  December  11,  2002,  its  board of  directors
     requested that the CFST,  one of its principal  creditors and the holder of
     50% of its  Class A Bonds,  agree to  accelerated  exercise  of  conversion
     rights  under its Class A Bonds and  thereafter  convert all of its current
     debts into shares of Colmena's common stock; and

          Whereas, the CFST is agreeable to the proposal by Colmena,  subject to
     being  granted  24 month best price and  anti-dilution  guarantees,  on the
     terms and subject to the conditions hereinafter set forth:

          NOW,  THEREFORE,  in  consideration  of the  covenants,  promises  and
     representations   set  forth  herein,  and  for  other  good  and  valuable
     consideration,  the Parties, intending to be legally bound, hereby agree as
     follows:

                                                    Witnesseth:

                                                     Article I
                                                    Definitions

          The following terms or phrases, as used in this Agreement,  shall have
          the following meanings:

          (A) Accredited  Investor:  An investor that meets the requirements for
     treatment  as  an  accredited  investor,  as  defined  in  Rule  501(a)  of
     Commission Regulation D, which provides as follows:

          Accredited investor.  "Accredited  investor" shall mean any person who
          comes  within  any of the  following  categories,  or who  the  issuer
          reasonably believes comes within any of the following  categories,  at
          the time of the sale of the securities to that person:

          (1) Any bank as defined in section  3(a)(2) of the Act, or any savings
     and loan association or other institution as defined in section  3(a)(5)(A)
     of the Act whether  acting in its  individual  or fiduciary  capacity;  any
     broker  or dealer  registered  pursuant  to  section  15 of the  Securities
     Exchange Act of 1934; any insurance  company as defined in section 2(13) of
     the Act; any investment company registered under the Investment Company Act
     of 1940 or a business development company as defined in section 2(a)(48) of
     that Act;  Small  Business  Investment  Company  licensed by the U.S. Small
     Business  Administration under section 301(C)) or (d) of the Small Business
     Investment Act of 1958; any plan established and maintained by a state, its
     political subdivisions,  or any agency or instrumentality of a state or its
     political  subdivisions for the benefit of its employees,  if such plan has
     total  assets in excess of  $5,000,000;  employee  benefit  plan within the
     meaning  of the  Employee  Retirement  Income  Security  Act of 1974 if the
     investment  decision  is made by a plan  fiduciary,  as  defined in section
     3(21) of such Act,  which is either a bank,  savings and loan  association,
     insurance company, or registered investment adviser, or if the employee

                                       61
<PAGE>


          benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
          self-directed  plan, with investment  decisions made solely by persons
          that are accredited investors;

          (2) Any  private  business  development  company as defined in section
     202(a)(22) of the Investment Advisers Act of 1940;

          (3) Any organization  described in Section  501(C))(3) of the Internal
     Revenue Code,  corporation,  Massachusetts  or similar  business  trust, or
     partnership,   not  formed  for  the  specific  purpose  of  acquiring  the
     securities offered, with total assets in excess of $5,000,000;

          (4) Any director,  executive officer, or general partner of the issuer
     of the  securities  being  offered  or  sold,  or any  director,  executive
     officer, or general partner of a general partner of that issuer;

          (5) Any natural person whose  individual net worth, or joint net worth
     with that person's spouse, at the time of his purchase exceeds $1,000,000;

          (6) Any  natural  person  who had an  individual  income  in excess of
     $200,000  in each of the two most  recent  years or joint  income with that
     person's  spouse  in excess of  $300,000  in each of those  years and has a
     reasonable  expectation  of reaching  the same income  level in the current
     year;

          (7) Any trust,  with total assets in excess of $5,000,000,  not formed
     for the  specific  purpose  of  acquiring  the  securities  offered,  whose
     purchase  is  directed  by  a   sophisticated   person  as   described   in
     ss.230.506(b)(2)(ii); and

          (8) Any  entity  in which  all of the  equity  owners  are  accredited
     investors.

               (B) Class A Bonds: The only currently  authorized  Colmena bonds,
               as more particularly described in Colmena's Exchange Act Reports.

               (C) Colmena Debt: All funds owed by Colmena to the CFST as of the
               date of this  Agreement,  as  reflected in exhibit 1 (C), but not
               including the Class A Bonds.

               (D)  Commission:   The  United  States  Securities  and  Exchange
               Commission.

               (E) Common  Stock:  For the purpose of this  Agreement,  the term
               "common  stock" shall mean (I) the class of stock  designated  as
               common stock in the Certificate of Incorporation filed by Colmena
               with the Delaware Department of State, or (ii) any other class of
               stock resulting from successive changes or  reclassifications  of
               such common stock  consisting  solely of changes in par value, or
               from  par  value  to no par  value,  or from no par  value to par
               value.

               (F)  Covered  Shares:  The shares of Colmena  common  stock to be
               issued to the CFST pursuant to conversion of the Colmena Debt and
               the Class A Bonds.

               (G)  Exchange  Act:  The  Securities  Exchange  Act of  1934,  as
               amended.

               (H) Exchange Act Reports:  The reports on Commission Forms 10-SB,
               10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that
               Colmena is required to file  pursuant to Sections  13, 14,  15(d)
               and 12(g) of the Exchange Act.

                                       62
<Page>



               (I) Florida Act: The Florida  Securities and Investor  Protection
               Act

               (J) Florida  Rule:  Florida Rule  3E-500.005,  which  provides as
               follows:  Disclosure  requirements  of Section  517.061(11)(a)3.,
               Florida Statutes.

          (1)  Transactions  by an  issuer  which  do  not  satisfy  all  of the
     conditions of this rule shall not raise any presumption that the exemptions
     provided by Section 517.061(11), Florida Statutes is not available for such
     transactions.  Attempted  compliance  with  this  rule  does  not act as an
     election;   the  issuer  can  also  claim  the   availability   of  Section
     517.061(11), Florida Statutes, outside this rule.

          (2) The  determination as to whether sales of securities are part of a
     larger  offering  (i.e.,  are  deemed  to be  integrated)  depends  on  the
     particular facts and circumstances.  In determining whether sales should be
     regarded as part of a larger  offering and thus should be  integrated,  the
     facts described in Rule 3E-500.01 should be considered.

          (3)  Although  sales made  pursuant  to Section  517.061(11),  Florida
     Statutes,   and  in  compliance   with  this  rule,  are  exempt  from  the
     registration  provisions  of this Act,  such  exemption  does not avoid the
     antifraud provisions of Sections 517.301 and 517.311, Florida Statutes.

          (4) The provisions of this rule shall apply only to transactions which
     are consummated with persons in the State of Florida.

          (5) The requirements of Sections 517.061(11)(a)(3),  Florida Statutes,
     that  each  purchaser,  or his  representative  be  provided  with or given
     reasonable  access to full and fair disclosure of all material  information
     shall be deemed to be satisfied if either  paragraphs  (5)(a) or (5)(b) are
     complied with:

               (a) Access to or Furnishing of Information. Reasonable access to,
               or the furnishing  of,  material  information  shall be deemed to
               have been  satisfied  if prior to the sale a  purchaser  is given
               access to the following information:

          1. All material books and records of the issuer; and

          2. All  material  contracts  and  documents  relating to the  proposed
     transaction; and

          3. An opportunity to question the  appropriate  executive  officers or
     partners. ....

               (6) In the case of an issuer  that is  subject  to the  reporting
               requirements  of Section 13 or 15(d) of the  Securities  Exchange
               Act of 1934,  the  provisions  of  paragraph  (5)(b) of this rule
               shall be deemed satisfied by providing the following:

          (a) The  information  contained  in the annual  report  required to be
     filed under the Securities Exchange Act of 1934 or a registration

                                       63
<PAGE>

               statement on Form S-1 under the Securities Act of 1933, whichever
               filing  is  the  most  recent  required  to  be  filed,  and  the
               information  contained in any definitive proxy statement required
               to be filed pursuant to Section 14 of the Securities Exchange Act
               of 1934 and in any reports or  documents  required to be filed by
               the issuer  pursuant to Section 13(a) or 15(d) of the  Securities
               Exchange Act of 1934,  since the filing of such annual  report or
               registration statement; and

          (b) A brief  description of the securities  being offered,  the use of
     the proceeds  from the offering,  and any material  changes in the issuer's
     affairs which are not disclosed in the documents furnished.

               (K) Rule  144:  Rule 144 of the  general  rules  and  regulations
               promulgated under the Securities Act.

               (L) Securities Act: The Securities Act of 1933, as amended.


                                   Article II
                                   Conversion

          (A) Subject to the best price guarantees and anti-dilutive  rights set
     forth below, the CFST hereby agrees to immediately convert all of its Class
     A Bonds into shares of Colmena's  Common Stock,  in  accordance  with their
     terms,  which Colmena hereby  represents will result in the issuance to the
     CFST of the number of shares of Colmena's common stock set forth in Exhibit
     2 (A) annexed hereto and made a part hereof,  the conversion being effected
     without  registration under the Securities Act or the Florida Act, based on
     the exemption from registration  provided by Section 4(6) of the Securities
     Act and Section 517.061(11) of the Florida Act.

          (B) Subject to the best price guarantees and anti-dilutive  rights set
     forth  below,  the CFST hereby  converts  the  Colmena  Debt into shares of
     Colmena  Common  Stock,  at a conversion  price of $0.01 per share,  as set
     forth  below on  Exhibit 2 (B),  the  transaction  being  effected  without
     registration  under the  Securities  Act or the Florida  Act,  based on the
     exemption from registration  provided by Section 4(6) of the Securities Act
     and Section 517.061(11) of the Florida Act.

          (C) In  consideration  for the  agreement  by the CFST to  accelerated
     conversion  of the Class A Bonds and to the  conversion of the Colmena Debt
     to Colmena common stock,  which will result in the issuance of a materially
     smaller  quantity  of  Colmena  common  stock to the CFST than  would  have
     otherwise been issuable based on current Colmena  business  plans,  Colmena
     hereby  irrevocably  covenants and agrees, as a material  inducement to the
     entry into this Agreement by the CFST,  that all of the shares  issuable to
     the CFST  pursuant  to the  terms  of this  Agreement,  including,  without
     limitation,  the  shares to be issued in  exchange  for  conversion  of the
     Colmena  Debt and to be issued  on  conversion  of the  Class A Bonds  (the
     "Covered  Shares"),  whether or not then still owned by the CFST,  shall be
     increased by the issuance of additional  shares of Colmena  common stock to
     the CFST,  to reflect  the  issuance  of any common  stock or common  stock
     purchase  rights at a price of less than $0.01 per share (in cash or in the
     net tangible book value in  accordance  with GAAP of any assets or services
     paid  therefor)  during  the  730  days  following  the  execution  of this
     Agreement, as follows:

          (1) Best price  guarantee:  For every share issued by Colmena at a net
     tangible  book value of less than $0.01 per share,  adjusted to reflect any
     stock splits or stock dividends (the "Trigger Shares"):

               (a)  Initial  transaction:  The CFST will  receive a quantity  of
               shares of Colmena  common  stock equal to the number of shares of
               Colmena common stock issued to the CFST as a result of conversion
               of the Colmena  Debt and exercise of the Class A Bonds (the "Base
               Shares"),

           _____________________________________________________________________
<page>
                  Please Initial: Colmena: ____ The CFST: ____

                             Conversion Agreement Page 4

               multiplied by a fraction,  the numerator of which will  initially
               be $0.01 (the  "Original  Denominator")  and the  denominator  of
               which will be the net  tangible  book value paid for the  Trigger
               Shares  (the  "Adjustment   Denominator"),   such  product  being
               referred  to as the  "Adjustment  Product",  from  which  will be
               subtracted  a number  equal to the Base Shares  (the  "Adjustment
               Shares"); e.g., for purposes of illustration,  if the Base Shares
               equaled  100 and new shares  were issued by Colmena at $0.005 per
               share,  after  adjustments for stock splits and stock  dividends,
               then the formula would be 100 x  $0.01/$0.005  = 200 - 100 = 100,
               thus 100  additional  shares of  Colmena  common  stock  would be
               issued to the CFST.

          (b) Subsequent  transactions:  For every  subsequent  transaction  the
     formula shall be triggered  only by issuance of Colmena  common  stock,  as
     adjusted  for any stock  splits or stock  dividends,  at a price  below the
     immediately  preceding  lowest net  tangible  book  value paid for  Colmena
     common stock issued  subsequent to this Agreement (the "Subsequent  Trigger
     Price");  and the formula  shall be  modified  as follows:  the Base Shares
     shall be increased by the aggregate of Adjustment Shares theretofore issued
     to the CFST; the Adjustment  Numerator shall be the  immediately  preceding
     Trigger  Price  and the  Adjustment  Denominator  shall  be the  Subsequent
     Trigger Price.

          (c) All shares issuable pursuant to this best price guarantee shall be
     issued and  tendered  to the CFST  concurrently  with the  issuance  of the
     Trigger Shares;  provided that, if they are not so tendered then they shall
     bear interest  payable in additional  shares at the rate of one percent per
     month until so tendered.

               (2) Anti-dilutive  provisions.  In addition to the foregoing best
               price   guarantee,   the  Covered  Shares  shall  be  subject  to
               anti-dilutive provisions, as follows:

          (a) In the  event  that  Colmena  shall  after the date  hereof  issue
     securities with greater or superior voting rights than the shares of common
     stock  outstanding  as of the date  hereof,  the CFST,  at its option,  may
     receive a like number of such  securities  with greater or superior  voting
     rights.

          (b) Whenever  the  additional  shares may be issuable to the CFST,  as
     herein provided:

               1) Colmena shall  promptly  file with the Transfer  Agent for the
               Covered Shares a certificate of the treasurer of Colmena  setting
               forth the basis  for the  required  adjustments  and  showing  in
               reasonable  detail the facts upon which such adjustment is based,
               including  a  statement  of the  consideration  received or to be
               received  by  Colmena  for any shares of common  stock  issued or
               deemed to have been issued; and

               2) A notice  stating that the quantity of Covered Shares has been
               adjusted  and setting  forth the  adjustment  shall  forthwith be
               required,  and as soon as practicable after it is required,  such
               additional notice shall be deemed to be required pursuant to this
               Section as of the opening of business on the tenth day after such
               mailing  and shall set forth the  adjustment  at such  opening of
               business, and upon the mailing of such additional notice no other
               notice need be given of any  adjustment  occurring at or prior to
               such  opening  of  business  and  after  the  time  that the next
               preceding notice given by mailing became required.

               (c) In each of the following  instances Colmena shall cause to be
               filed with the Transfer Agent and shall cause to be mailed, first
               class postage prepaid, to the CFST, at least 10 days prior to the
               applicable  record date hereinafter  specified,  a notice stating
               the date on which a record is to be taken for the purpose of such
               distribution or rights, or, if a record is not to be taken,

           _____________________________________________________________________
<page>
                  Please Initial: Colmena: ____ The CFST: ____


                           Conversion Agreement Page 5

               the date as of which the holders of common  stock of record to be
               entitled to such distribution or rights are to be determined,  or
               the date on which such reclassification,  consolidation,  merger,
               sale,  transfer,  dissolution,   liquidation  or  winding  up  is
               expected  to  become  effective,  and the  date as of which it is
               expected that holders of common stock of record shall be entitled
               to exchange  their common stock for  securities or other property
               deliverable upon such  reclassification,  consolidation,  merger,
               sale, transfer, dissolution, liquidation or winding up:

          1) If Colmena shall  authorize the  distribution to all holders of its
     common  stock of  evidences  of its  indebtedness  or  assets  (other  than
     dividends or other distributions paid out of earned surplus); or

          2) If Colmena  shall  authorize  the  granting  to the  holders of its
     common stock of rights to  subscribe  for or purchase any shares of capital
     stock of any class or of any other rights; or

          3) In the event of any  reclassification  of the common  stock  (other
     than a  subdivision  or  combination  of its  outstanding  shares of common
     stock),  or of any  consolidation or merger to which Colmena is a party and
     for which approval of any  stockholders  of Colmena is required,  or of the
     sale or transfer of all or substantially all of the assets of Colmena; or

          4)  In  the  event  of  any   reclassification  of  the  voluntary  or
     involuntary dissolution, liquidation or winding up of Colmena.

               (D) The CFST  represents,  warrants and covenants to Colmena,  as
               follows:

          (1) The CFST is familiar  with the  requirements  for  treatment as an
     "accredited investor" under Regulation D and Section 4(6) of the Securities
     Act and meets one or more of the  definitions of an  "accredited  investor"
     contained in Rule 501(a)  promulgated under authority of Securities Act and
     has, alone or together with its advisors or  representatives,  if any, such
     knowledge and  experience in financial  matters that the CFST is capable of
     evaluating the relative risks and merits of this subscription,  the text of
     Rule 501(a) being set forth, in full, above;

          (2) The CFST  acknowledges  that it has, based on its own  substantial
     experience,  the ability to evaluate the transactions  contemplated  hereby
     and the merits and risks  thereof in  general  and the  suitability  of the
     transaction for it in particular;

          (3) (a) The CFST  understands  that the offer and  issuance of Colmena
     Stock is being made in  reliance on the CFST's  representation  that it has
     reviewed  the Colmena  Exchange Act Reports,  including  that  contained in
     exhibits filed with such reports.

               (b) The CFST is fully aware of the material risks associated with
               becoming  an  investor  in  Colmena  and  confirms  that  it  was
               previously  informed  that  all  documents,   records  and  books
               pertaining to this  investment  have been  available from Colmena
               and that all  documents,  records  and books  pertaining  to this
               transaction requested by it have been made available to it;

          (4) The CFST has had an  opportunity  to ask  questions of and receive
     answers from the officers of Colmena concerning the terms and conditions of
     this Agreement and the  transactions  contemplated  hereby,  as well as the
     affairs of Colmena and related matters;


           _____________________________________________________________________
<page>

                  Please Initial: Colmena: ____ The CFST: ____


                           Conversion Agreement Page 6

          (5) The CFST has had an opportunity to obtain  additional  information
     necessary  to  verify  the  accuracy  of  the  information  referred  to in
     subparagraphs  (a), (b), (c) and (d) hereof,  as well as to supplement  the
     information in the Exchange Act Reports.

          (6) The  CFST  has  represented  to  Colmena  that it has the  general
     ability  to bear the  risks  of the  subject  transaction  and that it is a
     suitable  investor for a private  offering and the CFST hereby  affirms the
     correctness of such information to Colmena, including,  without limitation,
     the representations in the form of the investment letter annexed hereto and
     made a part hereof as exhibit 3(D)(6);

          (7) The CFST acknowledges and is aware that:

               (a)  The  Colmena  Stock  is a  speculative  investment  with  no
               assurance that Colmena will be successful, or if successful, that
               such   success  will  result  in  payments  to  the  CFST  or  to
               realization  of capital gains by the CFST on  disposition  of the
               Colmena Stock; and

               (b) The Colmena Stock to be issued to it has not been  registered
               under the  Securities  Act or under any  state  securities  laws;
               accordingly  the CFST may have to hold such common  stock and may
               not be able to liquidate, pledge, hypothecate, assign or transfer
               it;

          (8) The CFST has obtained  its own opinion  from its legal  counsel to
     the  effect  that  after  an  examination  of the  transactions  associated
     herewith and the applicable  law, no action needs to be taken by either the
     CFST or Colmena in conjunction  with this Agreement and the issuance of the
     Colmena  Stock in  conjunction  therewith,  other than such actions as have
     already been taken in order to comply with the securities law  requirements
     of the CFST's  state of  domicile,  including  the safe harbor  provided in
     conjunction with compliance with the Florida Rule; and

          (9) (a) The  certificates  for the Colmena Stock will bear restrictive
     legends and Colmena's transfer agent will be instructed not to transfer the
     subject  securities unless they have been registered  pursuant to Section 6
     of the Securities Act or an opinion of counsel to the CFST  satisfactory to
     legal counsel to Colmena and Colmena's president has been provided,  to the
     effect  that  the  proposed   transaction   is  exempt  from   registration
     requirements  imposed  by the  Securities  Act,  the  Exchange  Act and any
     applicable state or foreign laws.

               (b) The legend shall read as follows: "The securities represented
               by this  certificate were issued without  registration  under the
               Securities Act of 1933, as amended,  or comparable  state laws in
               reliance  on the  provisions  of  Section  4(6) of such act,  and
               comparable  state law  provisions.  These  securities  may not be
               transferred   pledged  or  hypothecated  unless  they  are  first
               registered  under applicable  federal,  state or foreign laws, or
               the   transaction  is   demonstrated   to  be  exempt  from  such
               requirements to Colmena's satisfaction."

          (10) Notwithstanding the foregoing, the Parties agree that pursuant to
     the provisions of Rule 144(d)(3)(ii), the holding period under Rule 144 for
     the  Covered  Shares  commenced  on the date that the  underlying  funds in
     payment for the Colmena Debt and the Class A Bonds were  received by or for
     the benefit of Colmena.

               (E) The Parties  acknowledge  that the CFST's  acceptance  of the
               Colmena  proposals  reflected  in  this  Agreement  is  based  on
               representations by Colmena concerning a pending project involving
               a publishing,  television and Internet venture geared towards the
               "baby  boomer"  health and  longevity  market and Colmena  hereby
               grants the CFST the irrevocable right to rescind the transactions
               reflected   herein  should  that  venture  not  be   successfully
               concluded.

               (F)  Notwithstanding  any other provision in this Agreement,  the
               common stock issuable to the CFST under this  Agreement  shall be
               issued as Colmena's  Class A  Non-Voting,  Convertible  Preferred
               Stock, in accordance with

           _____________________________________________________________________
<page>

                  Please Initial: Colmena: ____ The CFST: ____


               Conversion  Agreement Page 7 the terms of an "Exchange Agreement"
               between the  Parties  dated June 5, 2002,  which is  incorporated
               herein by reference.


                                   Article III
                               General Provisions

          3.1 Interpretation.

               (A) When a reference  is made in this  Agreement  to Schedules or
               Exhibits,  such  reference  shall be to a Schedule  or Exhibit to
               this Agreement unless otherwise indicated.

               (B) The words  "include,"  "includes" and  "including"  when used
               herein  shall be deemed in each case to be  followed by the words
               "without limitation."

               (C) The headings  contained in this  Agreement  are for reference
               purposes  only and shall not  affect  in any way the  meaning  or
               interpretation of this Agreement.

               (D) 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.

               (E) 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.

               (F) The Parties agree that they have been  represented by counsel
               during the  negotiation  and  execution  of this  Agreement  and,
               therefore, waive the application of any law, regulation,  holding
               or  rule  of  construction   providing  that  ambiguities  in  an
               agreement or other  document will be construed  against the party
               drafting such agreement or document.

          3.2 Notice.

               (A) All notices,  demands or other communications given hereunder
               shall be in  writing  and 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:

          (1) To Colmena:

                                  Colmena Corp.
            Crystal Corporate Center; 2500 North Military Trail
                     Suite 225-C; Boca Raton, Florida 33431
                     Attention: Anthony Q. Joffe, President
             Telephone (561) 998-2031, Fax (561) 998-8352
                     e-mail administration@colmenacorp.com;

          (2) the CFST:

                       The Calvo Family Spendthrift Trust
                1941 Southeast 51st Terrace, Ocala, Florida 34471
                       Attention: Cyndi N. Calvo, Trustee
 Telephone (352)694-9182, Fax (352) 694-1325; and, e-mail CyndiCalvo@hotmail.com





           _____________________________________________________________________
<page>
                  Please Initial: Colmena: ____ The CFST: ____


                           Conversion Agreement Page 8
                           In each case with a copy to

                          Office of the General Counsel
                                  Colmena Corp.
                5185 Southeast 20th Street; Ocala, Florida 34471
                  Telephone (352) 694-6661, Fax (352) 694-1325
                       e-mail, legal@yankeecompanies.com.

               or such other  address or to such other person as any Party shall
               designate to the other for such purpose in the manner hereinafter
               set forth.

          (B) At the  request  of any Party,  notice  will also be  provided  by
     overnight  delivery,  facsimile  transmission  or e-mail,  provided  that a
     transmission receipt is retained.

               3.3 Merger of All Prior Agreements Herein.

          (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  dealing  with the  subject  matter of this
     Agreement,  whether  written or oral,  are merged herein and shall be of no
     force or effect.

               3.4 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.

               3.5 Severability.

          If any  provision or any portion of any  provision of this  Agreement,
     other  than  one  of  the  conditions  precedent  or  subsequent,   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.

               3.6 Governing Law.

                    This  Agreement  shall be construed in  accordance  with the
                    substantive  and  procedural  laws of the  State of  Florida
                    (other than those regulating Taxation and choice of law).

               3.7 Indemnification.

               (A) Each Party hereby  irrevocably  agrees to indemnify  and hold
          the other  Party  harmless  from any and all  liabilities  and damages
          (including legal or other expenses  incidental  thereto),  contingent,
          current,  or  inchoate  to which  they or any one of them  may  become
          subject as a direct,  indirect or incidental consequence of any action
          by the  indemnifying  Party or as a consequence  of the failure of the
          indemnifying  Party to act,  whether  pursuant to requirements of this
          Agreement or otherwise.

               (B) In the event it becomes  necessary to enforce this  indemnity
          through an attorney, with or without litigation,  the successful Party
          shall be entitled to recover from the  indemnifying  Party,  all costs
          incurred   including   reasonable   attorneys'   fees  throughout  any
          negotiations,   trials  or  appeals,   whether  or  not  any  suit  is
          instituted.


           _____________________________________________________________________
<page>

                  Please Initial: Colmena: ____ The CFST: ____


                           Conversion Agreement Page 9

                    3.8 Dispute Resolution.

               (A) In any action between the Parties to enforce any of the terms
          of this  Agreement or any other matter arising from this Agreement any
          proceedings  pertaining  directly  or  indirectly  to  the  rights  or
          obligations  of the Parties  hereunder  shall,  to the extent  legally
          permitted, be held in Marion County, Florida, and 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  any  formal  proceedings  are
          initiated.

               (B) 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 Marion County, Florida to be selected
                    by lot from four  alternatives  to be  provided,  two by the
                    CFST and two by Colmena.

                    (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 Marion  County,
                    Florida to be selected by lot, from four  alternatives to be
                    provided, two by the CFST and two by Colmena.

          (3)      (a) Expenses of mediation  shall be borne equally by the
                       Parties, if successful.

                   (b)  Expenses  of   mediation,   if   unsuccessful   and  of
                    arbitration  shall be borne by the Party or Parties  against
                    whom the arbitration decision is rendered.

                   (c) If the terms of the  arbitral  award do not  establish a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation  and  arbitration  shall be borne  equally  by the
                    Parties involved.

                    3.9 Benefit of Agreement.

                    The terms and provisions of this Agreement  shall be binding
               upon and inure to the benefit of the Parties,  their  successors,
               assigns, personal representatives, estate, heirs and legatees but
               are not  intended to confer  upon any other  person any rights or
               remedies hereunder.

                    3.10 Further Assurances.

                    The Parties 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.

                    3.11 Counterparts.

              (A)  This  Agreement  may  be  executed  in  any  number  of
                   counterparts.

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


           _____________________________________________________________________

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 10

             (C)    Execution by exchange of facsimile transmission shall be
                    deemed legally  sufficient to bind the  signatory;  however,
                    the Parties shall, for aesthetic  purposes,  prepare a fully
                    executed  original  version of this Agreement which shall be
                    the document filed with the Commission in under the Exchange
                    Act.

                    In Witness  Whereof,  Colmena  and the CFST have caused this
                    Agreement  to  be  executed  by  themselves  or  their  duly
                    authorized respective officers,  all as of the last date set
                    forth below:

Signed, sealed and delivered
         In Our Presence:
                                                   Colmena Corp.
_________________________________            (A Delaware corporation)

_________________________________   By:      _____________________________
                                             Anthony Q. Joffe, President
         (Corporate Seal)
                                    Attest:  _____________________________
                                             Vanessa H. Lindsey, Secretary
Dated:   December 23, 2002

State of Florida           }
County of Palm Beach       } ss.:

                         On this 23rd day of December, 2002, before me, a notary
                    public in and for the county and state aforesaid, personally
                    appeared  Anthony Q. Joffe and  Vanessa  H.  Lindsey,  to me
                    known,  and known to me to be the president and secretary of
                    Colmena Corp., the  above-described  corporation,  and to me
                    known  to  be  the  persons  who  executed   the   foregoing
                    instrument,  and  acknowledged  the execution  thereof to be
                    their  free  act and  deed,  and the  free  act and  deed of
                    Colmena Corp., for the uses and purposes therein mentioned.

                         In witness  whereof,  I have  hereunto  set my hand and
                    affixed  my   notarial   seal  the  day  and  year  in  this
                    certificate first above written.  My commission  expires the
                    ___day of ______________, ____.

         {Seal}
                               ________________________________
                               Notary Public


           _____________________________________________________________________
<page>
                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 11

                                           The Calvo Family Spendthrift Trust
_________________________________                  (a Florida trust)

_________________________________       By:      _____________________________
                                                 Cyndi N. Calvo, Trustee
Dated:   December 23, 2002

State of Florida           }
County of Marion           } ss.:

                         On this 23rd day of December, 2002, before me, a notary
                    public in and for the county and state aforesaid, personally
                    appeared Cyndi N. Calvo, to me known,  and known to me to be
                    the  trustee  of The Calvo  Family  Spendthrift  Trust,  the
                    above-described  corporation,  and  to me  known  to be  the
                    person  who   executed   the   foregoing   instrument,   and
                    acknowledged  the  execution  thereof to be his free act and
                    deed,  and  the  free  act  and  deed  of The  Calvo  Family
                    Spendthrift   Trust,  for  the  uses  and  purposes  therein
                    mentioned.

                         In witness  whereof,  I have  hereunto  set my hand and
                    affixed  my   notarial   seal  the  day  and  year  in  this
                    certificate first above written.  My commission  expires the
                    ___day of _______________, ____.

         (Seal)
                         ____________________________
                         Notary Public

           ____________________________________________________________________
<page>

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 12
                                  Exhibit 2(A)
                       The Class A Bond Conversion Shares


                         The CFST is  entitled  to  52,019,977  shares of common
                    stock,  which is being  issued as 520,200  shares of Class A
                    Non-Voting,  Convertible  Preferred  Stock,  pursuant to the
                    terms of the  Class A Bonds  and  Article 2 (F) of the above
                    Agreement.



           _____________________________________________________________________

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 13
                                  Exhibit 2 (B)
                                The Colmena Debt


                         The debt owed to the CFST from Colmena is  $193,815.49,
                    which is being  converted  into  193,815  shares  of Class A
                    Non-Voting,   Convertible  Preferred  Stock,  which  is  the
                    equivalent of  19,381,549  shares of Common Stock based on a
                    contemporaneous  sale price for  Colmena's  Common  Stock of
                    $0.01 per share.

           _____________________________________________________________________

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 14
                                 Exhibit 3(D)(6)
                          The CFST's Investment Letter


December 23, 2002

Anthony Q. Joffe
President
Colmena Corp.
Crystal Corporate Center
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431

         Re.:     Conversion of Colmena's Obligations for Colmena's Securities

Dear Madam:

                         I hereby  certify  and  warrant  that the Calvo  Family
                    Spendthrift  Trust,  a  Florida  trust  for which I serve as
                    trustee,   is  relinquishing  all  rights  to  repayment  of
                    $193,815.49, together with accrued interest owed to the CFST
                    by Colmena,  Corp., a Delaware corporation  ("Colmena"),  in
                    consideration for the issuance to the CFST of 193,815 shares
                    of Class A Non-Voting  Convertible Preferred Stock (which is
                    the equivalent of 19,381,549 shares of Colmena Common Stock)
                    (the "Colmena Stock").

                         I hereby  certify  under  penalty of perjury  that upon
                    receipt of the Colmena Stock,  the CFST will be acquiring it
                    for its own  account  for  investment  purposes  without any
                    intention  of  selling  or  distributing  all  or  any  part
                    thereof, except in the form of permissible  distributions to
                    its  beneficiaries.  I represent  and warrant  that the CFST
                    qualifies as an accredited investor (as that term is defined
                    in rule 501(a) of Regulation D promulgated  under  authority
                    of the Securities  Act of 1933, as amended [the  "Securities
                    Act"]) and that I, on the CFST behalf,  am  sophisticated in
                    financial  affairs,  or have relied on the advice of someone
                    sophisticated in financial affairs,  and the CFST is able to
                    bear the economic risks of this investment and I do not have
                    any   reason  to   anticipate   any  change  in  the  CFST's
                    circumstances,   financial  or  otherwise,   nor  any  other
                    particular  occasion or event which should cause the CFST to
                    sell or  distribute,  or  necessitate or require its sale or
                    distribution  of the  Colmena  Stock.  No one other than the
                    CFST and its stockholders has any beneficial interest in the
                    Colmena Stock.

                         I further certify that I have consulted with the CFST's
                    legal  counsel who,  after having been apprised by me of all
                    the material facts surrounding this  transaction,  opined to
                    the CFST, for the benefit of Colmena,  that this transaction
                    was being  effected in full  compliance  with the applicable
                    securities  laws of the CFST's state of  domicile,  based on
                    the exemption provided by Rule 3E-500.005  promulgated under
                    authority of Section  517.061(11)  of the  Securities Act of
                    Florida.

                         I  agree  that  the  CFST  will  in no  event  sell  or
                    distribute any of the Colmena Stock unless in the opinion of
                    Colmena's  counsel  (based on an opinion of the CFST's legal
                    counsel)  the  Colmena  Stock may be  legally  sold  without
                    registration  under the Securities Act, and/or  registration
                    and/or  other  qualification  under   then-applicable  State
                    and/or  Federal  statutes,  or the Colmena  Stock shall have
                    been  so  registered  and/or  qualified  and an  appropriate
                    prospectus, shall then be in effect.

                         I am  fully  aware  that  the  Colmena  Stock  is being
                    offered and issued by Colmena to the CFST in reliance on the
                    exemption  provided by Section  4(6) or the  Securities  Act
                    which  exempts the sale of securities by an issuer solely to
                    accredited   investors,   based  on  my  certifications  and
                    warranties on behalf of the CFST.

                         In connection with the foregoing,  the CFST consents to
                    Colmena legending the CFST's  certificates  representing the
                    Colmena  Stock to  indicate  its  investment  intent and the
                    restriction on transfer contemplated hereby and to Colmena's

           _____________________________________________________________________

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 15
Anthony Q. Joffe
December 23, 2002
Page 2

                    placing a "stop transfer" order against the Colmena Stock in
                    Colmena'  securities transfer books until the conditions set
                    forth herein shall have been met.

                         I acknowledge by my execution  hereof that the CFST has
                    had access to Colmena's Exchange Act Reports, books, records
                    and  properties,  and have inspected the same to my full and
                    complete satisfaction prior to the CFST's acquisition of the
                    Colmena  Stock.  I represent  and warrant that because of my
                    experience  in business and  investments,  I am competent to
                    make an informed investment decision with respect thereto on
                    the  basis of my  inspection  of  Colmena's  records  and my
                    questioning of Colmena's officers.

                    I further certify that the CFST's domicile is located at the
                    address set forth in the Agreement.


                                                 Very truly yours,

                                        The Calvo Family Spendthrift Trust



                                                  Cyndi N. Calvo
                                                      Trustee


           _____________________________________________________________________
<page>

                  Please Initial: Colmena: ____ The CFST: ____


                          Conversion Agreement Page 16