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 Tucker  Family  Spendthrift
               Trust,  a Florida trust (the "TFST"),  Colmena and the TFST 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
               TFST, 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 TFST 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.
  ______________________________________________________________________________
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                  Please Initial: Colmena: ____ The TFST: ____


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 TFST 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 TFST
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.

 _______________________________________________________________________________
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                  Please Initial: Colmena: ____ The TFST: ____

                              Conversion Agreement

 (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

           _____________________________________________________________________
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                  Please Initial: Colmena: ____ The TFST: ____


                           Conversion Agreement Page 3

                    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 TFST 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 TFST 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  TFST  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 TFST 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 TFST 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
                    TFST,  that all of the shares  issuable to the TFST 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  TFST,  shall be
                    increased  by the issuance of  additional  shares of Colmena
                    common  stock to the TFST,  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  TFST  will  receive  a
                    quantity  of shares of  Colmena  common  stock  equal to the
                    number of shares of Colmena  common stock issued to the TFST
                    as a result of  conversion  of the Colmena Debt and exercise
                    of the Class A Bonds (the "Base Shares"),

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                  Please Initial: Colmena: ____ The TFST: ____


                           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 TFST.

                         (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  TFST;  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  TFST
                    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 TFST,  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 TFST, 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 TFST,  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,

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                  Please Initial: Colmena: ____ The TFST: ____


                           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 TFST represents, warrants and covenants to Colmena, as follows:

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

     (b) The TFST 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 TFST 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;


           _____________________________________________________________________
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                  Please Initial: Colmena: ____ The TFST: ____


                           Conversion Agreement Page 6

                         (5)  The  TFST  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 TFST 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  TFST  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 TFST 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
                    TFST or to  realization  of  capital  gains  by the  TFST 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 TFST may have to hold such
                    common  stock  and may not be  able  to  liquidate,  pledge,
                    hypothecate, assign or transfer it;

     (8) The TFST 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 TFST 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
     TFST'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 TFST  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 TFST'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 TFST the
                    irrevocable  right to  rescind  the  transactions  reflected
                    herein should that venture not be successfully concluded.



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


                           Conversion Agreement Page 7
                                   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 TFST:

                       The Tucker Family Spendthrift Trust
               Crystal Corporate Center; 2500 North Military Trail
                     Suite 225-F; Boca Raton, Florida 33431
                    Attention: Leonard Miles Tucker, Trustee
                  Telephone (561) 998-3435, Fax (561) 998-3425
                        e-mail lenny@yankeecompanies.com

                           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.


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


                           Conversion Agreement Page 8

          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.

          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.


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


                           Conversion Agreement Page 9

                         (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 TFST 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 TFST 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.

                         (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.


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


                          Conversion Agreement Page 10

          In Witness Whereof, Colmena and the TFST 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

                                         The Tucker Family Spendthrift Trust
_________________________________                 (a Florida trust)

_________________________________   By:      _____________________________
                                             Leonard Miles Tucker, Trustee
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 Leonard Miles Tucker, to me
known, and known to me to be the trustee of The Tucker 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 Tucker 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 TFST: ____


                          Conversion Agreement Page 11
                                  Exhibit 2(A)
                       The Class A Bond Conversion Shares


          The TFST is entitled to 52,019,977  shares of Common Stock pursuant to
          the terms of the Class A Bonds.



 _______________________________________________________________________________

                  Please Initial: Colmena: ____ The TFST: ____


                          Conversion Agreement Page 12
                                  Exhibit 2 (B)
                                The Colmena Debt


          The debt owed to the TFST from Colmena is $193,815.49,  which is being
          converted  into  19,381,549  shares  of  Common  Stock,   based  on  a
          contemporaneous sale price of $0.01 per share.

  ______________________________________________________________________________
<Page>
                  Please Initial: Colmena: ____ The TFST: ____


                          Conversion Agreement Page 13
                                 Exhibit 3(D)(6)
                          The TFST'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 Sir:

     I hereby  certify and warrant that the Tucker 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 TFST by
Colmena,  Corp., a Delaware  corporation  ("Colmena"),  in consideration for the
issuance to the TFST 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 TFST 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 TFST  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
TFST behalf, am sophisticated in financial affairs, or have relied on the advice
of someone  sophisticated in financial affairs, and the TFST is able to bear the
economic risks of this investment and I do not have any reason to anticipate any
change  in the  TFST's  circumstances,  financial  or  otherwise,  nor any other
particular  occasion or event which should cause the TFST to sell or distribute,
or necessitate or require its sale or  distribution of the Colmena Stock. No one
other than the TFST and its  stockholders  has any  beneficial  interest  in the
Colmena Stock.

     I further  certify that I have consulted with the TFST's legal counsel who,
after having been  apprised by me of all the  material  facts  surrounding  this
transaction,  opined  to the  TFST,  for  the  benefit  of  Colmena,  that  this
transaction was being effected in full compliance with the applicable securities
laws of the TFST'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  TFST  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  TFST'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 TFST 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
TFST.

     In connection  with the foregoing,  the TFST consents to Colmena  legending
the  TFST's  certificates   representing  the  Colmena  Stock  to  indicate  its
investment  intent and the  restriction on transfer  contemplated  hereby and to
Colmena's  placing a "stop transfer" order against the Colmena Stock in Colmena'
securities  transfer books until the conditions set forth herein shall have been
met.

           _____________________________________________________________________
                  Please Initial: Colmena: ____ The TFST: ____
<Page>

                          Conversion Agreement Page 14

Anthony Q. Joffe
December 23, 2002
Page 2

     I  acknowledge  by my  execution  hereof  that the TFST 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  TFST'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 TFST's  domicile is located at the address set
forth in the Agreement.


                                                 Very truly yours,

                                        The Tucker Family Spendthrift Trust



                                               Leonard Miles Tucker
                                                      Trustee


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


                          Conversion Agreement Page 15