Engagement Agreement

               This  Engagement  Agreement  (the  "Agreement")  is entered into,
          effective  as of May 10,  2002,  by and between  Anthony Q. Joffe,  an
          individual residing in the State of Florida ("Mr. Joffe"), and Colmena
          Corp., a Delaware publicly held corporation with a class of securities
          registered under Section 12(g) of the Securities Exchange Act of 1934,
          as amended  ("Colmena" and the "Exchange Act,"  respectively,  Colmena
          and all of its subsidiaries, whether current or subsequently formed or
          acquired,   being   collectively   hereinafter   referred  to  as  the
          "Consolidated  Corporation," and Colmena and Mr. Joffe being sometimes
          hereinafter  collectively  to as the  "Parties"  or  generically  as a
          "Party".

                                                     Preamble:

     WHEREAS,  Anthony Q. Joffe has been elected by Colmena's Board of Directors
as Colmena's  president and chief  executive  officer at a board meeting held on
May 10, 2002 in Boca Raton, Florida; and

     WHEREAS,  Mr. Joffe is  agreeable to serving in this  capacity on the terms
and conditions hereinafter set forth:

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination

               1.1 Term.

     Subject to the provisions set forth herein, the term of Mr. Joffe's service
hereunder  shall be deemed to commence as of May 10, 2002 for an initial term of
30 days,  and then  continue  from  month to month  until the next  election  of
officers by Colmena's board or directors or unless earlier terminated by Colmena
as hereinafter set forth.

               1.2 Renewals.

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




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                  Please Initial: Colmena: ____ Mr. Joffe: ___

               1.3 Earlier Termination.

     Colmena  shall  have the right to  terminate  this  Agreement  prior to the
expiration of its term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:

(a)      For Cause:

     (1) Colmena may terminate Mr.  Joffe's  engagement  under this Agreement at
any time for cause.

     (2) Such  termination  shall be evidenced by written  notice thereof to Mr.
Joffe, which notice shall specify the cause for termination.

     (3) For purposes hereof, the term "cause" shall mean:

     (A) The inability of Mr. Joffe,  through sickness or other  incapacity,  to
discharge his duties under this Agreement for 30 or more consecutive days or for
a total of 60 or more days in a period of twelve consecutive months;

     (B) The refusal of Mr. Joffe to follow the directions of Colmena's board of
directors,  unless Mr.  Joffe  believes in good faith that such  directions  are
contrary to law;

     (C) Dishonesty; theft; or conviction of a crime involving moral turpitude;

          (D) Material default in the performance of his  obligations,  services
          or duties  required under this  Agreement or materially  breach of any
          provision of this Agreement, which default or breach has continued for
          five days after written notice of such default or breach.

     (b) Discontinuance of Business or Change of Control:

          In the event that  Colmena  discontinues  operating  its  business  or
          experiences a change in control,  this Agreement shall terminate as of
          the last day of the month on which such an event  occurs with the same
          force and effect as if such last day of the month were  originally set
          as  the   termination   date  hereof;   provided,   however,   that  a
          reorganization  of Colmena  shall not be deemed a  termination  of its
          business.

     (c) Death:

          This  Agreement  shall  terminate  immediately  on Mr.  Joffe's death;
          however,  all accrued compensation at such time shall be promptly paid
          to Mr. Joffe's estate.

               1.4 Final Settlement.

          Upon  termination  of this  Agreement  and payment to Mr. Joffe of all
          amounts  due him  hereunder,  Mr.  Joffe or his  representative  shall
          execute and deliver to the  terminating  entity on a form  prepared by
          the terminating  entity,  a receipt for such sums and a release of all
          claims, except such claims as may have

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                    Colmena Corp. Engagement Agreement Page 2

          been  submitted  pursuant  to the  terms of this  Agreement  and which
          remain  unpaid,  and, shall  forthwith  tender to Colmena all records,
          manuals  and  written  procedures,  as may be  desired  by it for  the
          continued conduct of its business.


                                   Article Two
                               Scope of Engagement

               2.1 Retention.

          Colmena  hereby  engages Mr. Joffe and Mr.  Joffe hereby  accepts such
          engagement, in accordance with the terms, provisions and conditions of
          this Agreement.

               2.2 General Description of Duties.

     (a) Mr. Joffe shall be engaged as the president and chief executive officer
of Colmena  and shall  perform  the duties  associated  therewith  by  Colmena's
bylaws.

     (b) Without limiting the generality of the foregoing, Mr. Joffe shall:

     (1) Serve as the principal point of contact between Colmena and:

          (A) The media (print, electronic, voice and picture);

          (B) The investment community;

          (C) Colmena's security holders;

     (2) Be responsible for supervision of all of Colmena's other officers;

     (3) Be  responsible  for Colmena's  compliance  with all  applicable  laws,
         including federal, state and local securities laws and tax laws;

     (4) Be responsible for supervision of Colmena's subsidiaries; and

     (5) Perform  such other  duties as are  assigned  to him by  Colmena's
         board of directors, subject to compliance with all applicable laws and
         fiduciary obligations.

                (c) Mr. Joffe  covenants and agrees to perform his duties in
                    good  faith  and,  subject to the  exceptions  specified  in
                    Section  2.4, to devote  substantially  all of his  business
                    time,  energies and  abilities  to the proper and  efficient
                    management and execution of such duties.

               2.3 Status.

               (a)  Mr. Joffe shall serve as an  independent  contractor  of
                    Colmena  and  shall  have no  authority  to act as an  agent
                    thereof,  or  to  bind  Colmena  or  its  subsidiaries  as a
                    principal or agent thereof, all such

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                    Colmena Corp. Engagement Agreement Page 3

              functions  being reserved to its board of directors in compliance
              with the  requirements of its constituent  documents,  unless the
              board of directors shall otherwise authorize.

               (b)  Mr. Joffe hereby  covenants and agrees that he shall not
                    hold herself out as an  authorized  agent of Colmena  unless
                    such authority is specifically assigned to him, on a case by
                    case  basis,  by its board of  directors  pursuant to a duly
                    adopted resolution which remains in effect.

               (c)  Mr. Joffe hereby represents and warrants to Colmena that
                    he is  subject  to no legal,  self  regulatory  organization
                    (e.g.,  National  Association of Securities Dealers,  Inc.'s
                    bylaws) or  regulatory  impediments  to the provision of the
                    services called for by this Agreement,  or to receipt of the
                    compensation   called  for  under  this   Agreement  or  any
                    supplements  thereto;  and,  Mr.  Joffe  hereby  irrevocably
                    covenants and agrees to  immediately  bring to the attention
                    of  Colmena  any  facts   required  to  make  the  foregoing
                    representation and warranty continuously accurate throughout
                    the term of this Agreement, or any supplements or extensions
                    thereof.

2.4      Exclusivity.

               Colmena hereby  recognizes  that Mr. Joffe is involved with other
               business ventures and hereby consents to his continuation in such
               roles,  provided  that his role as Colmena's  president and chief
               executive officer shall takes appropriate  priority in allocation
               of time and resources to any activities pertaining to such roles,
               and  that  he will  resolve  any  actual  conflicts  of  interest
               resulting from such roles in favor of Colmena  whenever  possible
               and practical.

2.5      Limitations on Services

          (a)  The  Parties  recognize  that  certain  responsibilities  and
               obligations are imposed by federal and state  securities laws and
               by the applicable rules and regulations of stock  exchanges,  the
               National  Association of Securities Dealers,  Inc., in-house "due
               diligence" or  "compliance"  departments  of Licensed  Securities
               Firms, etc.; accordingly, Mr. Joffe agrees that he will not:

     (1) Release  any  financial  or other  material  information  or data about
Colmena  without the prior  written  consent and approval of  Colmena's  General
Counsel;

     (2)  Conduct  any  meetings  with  financial   analysts  without  informing
Colmena's  General  Counsel and board of  directors  in advance of the  proposed
meeting and the format or agenda of such meeting.

          (b)  In any  circumstances  where  Mr.  Joffe  is  describing  the
               securities of Colmena to a third party,  Mr. Joffe shall disclose
               to such  person any  compensation  received  from  Colmena to the
               extent  required under any applicable  laws,  including,  without
               limitation,  Section  17(b) of the  Securities  Act of  1933,  as
               amended.

          (c)  In rendering  his  services,  Mr. Joffe shall not disclose to
               any third party any confidential non-public information furnished
               by Colmena or American Internet or otherwise  obtained by it with
               respect to Colmena,  except on a need to know basis,  and in such
               case,  subject to appropriate  assurances  that such  information
               shall not be used,  directly  or  indirectly,  in any manner that
               would violate state or federal prohibitions on insider trading of
               Colmena's securities.

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                    Colmena Corp. Engagement Agreement Page 4

          (d)  Mr.  Joffe  shall not take any action  which would in any way
               adversely affect the reputation, standing or prospects of Colmena
               or which would cause  Colmena to be in  violation  of  applicable
               laws.


                                                   Article Three
                                                   Compensation

 3.1 Compensation.

               As consideration  for Mr. Joffe's services to Colmena,  Mr. Joffe
               shall be entitled to:

               (a) (1)  Compensation  of 50,000 shares of common stock per month
               served, provided that:

               (a) He has not been discharged by Colmena for cause;

               (b) He fully  complies  with the  provisions  of this  Agreement,
               including,    without   limitation,   the   confidentiality   and
               non-competition sections hereof.

               (2) (a) The  compensation  specified  above in subsection (a) (1)
               shall  be paid at the end of each  month.  All  compensation  for
               services  shall  be  deemed  fully  earned  as of the end of each
               month.  Colmena  agrees  that any  stock  certificates  which are
               delivered to Mr. Joffe  pursuant to this  agreement will never be
               canceled by Colmena or at its  direction for any reason except by
               court order.

               (b) Stock  certificates  will be issued to Anthony Q. Joffe or to
               his  designee,  if he so requests in  writing.  Colmena  will use
               reasonable  efforts to assure that its  transfer  agent  delivers
               stock  certificates  to Mr. Joffe within ten (10) days of the end
               of  each  month  in  which  Mr.  Joffe  performed  the  requested
               services.

               (3)  Mr.  Joffe  hereby  represents,   warrants,   covenants  and
               acknowledges that:

               (A) The  securities  being  issued  as  compensation  under  this
               Agreement (the "Securities") will be issued without  registration
               under the  provisions of Section 5 of the  Securities  Act or the
               securities  regulatory  laws  and  regulations  of the  State  of
               Florida  (the  "Florida  Act")  pursuant to  exemptions  provided
               pursuant to Section 4(6) of the Act and comparable  provisions of
               the Florida Act;

               (B) Mr. Joffe shall be  responsible  for preparing and filing any
               reports  concerning this transaction with the Commission and with
               Florida  Division  of  Securities,  and  payment of any  required
               filing fees (none being expected);

               (C) All of the  Securities  will bear legends  restricting  their
               transfer,   sale,   conveyance  or   hypothecation   unless  such
               Securities are either  registered under the provisions of Section
               5 of the Act and under the  Florida  Act,  or an opinion of legal
               counsel,  in form and substance  satisfactory to legal counsel to
               Colmena is provided to

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                    Colmena Corp. Engagement Agreement Page 5

               Colmena's General Counsel to the effect that such registration is
               not required as a result of applicable exemptions therefrom;

     (D) Colmena's transfer agent shall be instructed not to transfer any of the
Securities  unless the General Counsel for Colmena advises it that such transfer
is in compliance with all applicable laws;

     (E) Mr.  Joffe  is  acquiring  the  Securities  for his  own  account,  for
investment  purposes only, and not with a view to further sale or  distribution;
and

     (F) Mr. Joffe or his advisors have examined Colmena's books and records and
questioned its officers and directors as to such matters involving Colmena as he
deemed appropriate.

               (3)  In  the  event  that  Colmena   files  a   registration   or
               notification   statement   with  the   Commission  or  any  state
               securities regulatory  authorities  registering or qualifying any
               of its  securities  for  sale or  resale  to the  public  as free
               trading  securities,  it will notify Mr.  Joffe of such intent at
               least 15  business  days  prior to such  filing,  and  shall,  if
               requested  by him,  include  any shares  theretofore  issued upon
               exercise  of the  Options in such  registration  or  notification
               statement,  provided that Mr. Joffe cooperates in a timely manner
               with any requirements  for such  registration or qualification by
               notification,  including,  without limitation,  the obligation to
               provide complete and accurate information therefor.

     (b) In addition to the compensation described above:

               (1) In the event that Mr. Joffe arranges or provides  funding for
               the Consolidated  Corporation on terms more beneficial than those
               reflected in the  Consolidated  Corporation's  current  principal
               financing  agreements,  copies  of which are  included  among the
               Consolidated  Corporation's  records  available through the SEC's
               EDGAR web site, Mr. Joffe shall be entitled,  at its election, to
               either:

               (A) A fee equal to 5% of such savings, on a continuing basis; or

               (B) If  equity  funding  is  provided  through  Mr.  Joffe or any
               affiliates  thereof,  a discount of 5% from the bid price for the
               subject equity  securities,  if they are issuable as free trading
               securities,  or, a  discount  of 25% from the bid  price  for the
               subject  equity  securities,  if they are issuable as  restricted
               securities  (as the term  restricted  is used for purposes of SEC
               Rule 144); and

               (C)  If  equity   funding  is  arranged   for  the   Consolidated
               Corporation  by Mr. Joffe and Colmena is not obligated to pay any
               other source  compensation in conjunction  therewith,  other than
               the normal commissions charged by broker dealers in securities in
               compliance with the compensation  guidelines of the NASD, the Mr.
               Joffe  shall be  entitled  to a bonus in a sum equal to 5% of the
               net proceeds of such funding.


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                  Please Initial: Colmena: ____ Mr. Joffe: ___

                    Colmena Corp. Engagement Agreement Page 6

     (2) In the event that Mr. Joffe  generates  business  for the  Consolidated
Corporation, then, on any sales resulting therefrom, Mr. Joffe shall be entitled
to a  commission  equal  to 5% of the net  income  derived  by the  Consolidated
Corporation therefrom, on a continuing basis.

     3.2 Benefits

               Mr.  Joffe  shall be  entitled  to any  benefits  generally  made
               available  to  employees  of Colmena  (rather than to a specified
               employee or group of employees).

     3.3 Indemnification.

               Colmena will defend,  indemnify and hold Mr. Joffe  harmless from
               all   liabilities,   suits,   judgments,   fines,   penalties  or
               disabilities,  including expenses associated directly,  therewith
               (e.g. legal fees, court costs, investigative costs, witness fees,
               etc.) resulting from any reasonable  actions taken by him in good
               faith on behalf of the Consolidated  Corporation,  its affiliates
               or for other  persons or  entities at the request of the board of
               directors of Colmena,  to the fullest extent  legally  permitted,
               and in  conjunction  therewith,  shall  assure that all  required
               expenditures  are made in a manner making it unnecessary  for Mr.
               Joffe to incur any out of  pocket  expenses;  provided,  however,
               that Mr.  Joffe  permits  Colmena  to select  and  supervise  all
               personnel  involved in such defense and that Mr. Joffe waives any
               conflicts of interest that such personnel may have as a result of
               also representing Colmena,  their stockholders or other personnel
               and agrees to hold them harmless from any matters  involving such
               representation, except such as involve fraud or bad faith.


                                  Article Four
                                Special Covenants

          4.1 Confidentiality.

               (a)  Mr.  Joffe  acknowledges  that,  in and as a  result  of his
               engagement hereunder,  he will be developing for Colmena,  making
               use of, acquiring and/or adding to,  confidential  information of
               special and unique  nature and value  relating to such matters as
               Colmena's   trade   secrets,   systems,   procedures,    manuals,
               confidential reports, personnel resources, strategic and tactical
               plans, advisors, clients, investors and funders; consequently, as
               material  inducement to the entry into this Agreement by Colmena,
               Mr.  Joffe  hereby  covenants  and agrees  that he shall not,  at
               anytime   during  or  following  the  terms  of  his   engagement
               hereunder,  directly or indirectly,  personally  use,  divulge or
               disclose,  for any purpose  whatsoever,  any of such confidential
               information  which has been  obtained by or disclosed to him as a
               result of his engagement by Colmena, or Colmena's affiliates.

               (b) In the event of a breach or threatened breach by Mr. Joffe of
               any of the provisions of this Section 4.1,  Colmena,  in addition
               to and not in limitation of any other rights, remedies or damages
               available  to  Colmena,  whether  at law or in  equity,  shall be
               entitled  to a  permanent  injunction  in order to  prevent or to
               restrain  any  such  breach  by  Mr.  Joffe,  or by  Mr.  Joffe's
               partners,   agents,    representatives,    servants,   employers,
               employees,  affiliates  and/or any and all  persons  directly  or
               indirectly acting for or with him.


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                    Colmena Corp. Engagement Agreement Page 7

          4.2 Special Remedies.

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

               (a) Mr.  Joffe  hereby  consents  to the  issuance of a permanent
               injunction enjoining him from any violations of the covenants set
               forth in Section 4.1 hereof; and

               (b) Because it is  impossible to ascertain or estimate the entire
               or exact cost,  damage or injury which  Colmena may sustain prior
               to the effective enforcement of such injunction, Mr. Joffe hereby
               covenants  and  agrees  to pay over to  Colmena,  in the event he
               violates the  covenants and  agreements  contained in Section 4.2
               hereof, the greater of:

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

          (ii) The sum of One Thousand ($1,000.00) Dollars per violation,  which
     sum  shall be  liquidated  damages,  and not a  penalty,  for the  injuries
     suffered  by  Colmena as a result of such  violation,  the  Parties  hereto
     agreeing  that such  liquidated  damages are not intended as the  exclusive
     remedy  available to Colmena for any breach of the covenants and agreements
     contained in this Article Four,  prior to the issuance of such  injunction,
     the Parties  recognizing  that the only adequate  remedy to protect Colmena
     from the injury caused by such breaches would be injunctive relief.

          4.3 Cumulative Remedies.

               Mr. Joffe hereby  irrevocably  agrees that the remedies described
               in  Section  4.3  hereof  shall  be in  addition  to,  and not in
               limitation  of, any of the rights or remedies to which Colmena is
               or may be  entitled  to,  whether at law or in  equity,  under or
               pursuant to this Agreement.

          4.4 Acknowledgment of Reasonableness.

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


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                    Colmena Corp. Engagement Agreement Page 8

          4.5 Unauthorized Acts.

               Mr. Joffe hereby covenants and agrees that he will not do any act
               or incur any obligation on behalf of Colmena or American Internet
               of any kind  whatsoever,  except  as  authorized  by its board of
               directors  or  by  its  stockholders  pursuant  to  duly  adopted
               stockholder action.

          4.6 Covenant not to Disparage

               Mr. Joffe hereby irrevocably covenants and agrees that during the
               term of this Agreement and after its termination, he will refrain
               from making any remarks that could be construed by anyone,  under
               any  circumstances,  as  disparaging,   directly  or  indirectly,
               specifically,  through  innuendo or by inference,  whether or not
               true, about the Consolidated Company, its constituent members, or
               their  officers,  directors,  stockholders,  employees,  agent or
               affiliates,  whether related to the business of the  Consolidated
               Company,  to other  business or financial  matters or to personal
               matters.


                                  Article Five
                                  Miscellaneous

          5.1 Notices.

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

                                  To Mr. Joffe:

        Anthony Q. Joffe, 101 SW 11th Avenue, Boca Raton, Florida 33486;
 Telephone (561) 392-6010; Facsimile (561) 392-6070; e-mail joffe@bellsouth.net

                                   To Colmena:

                                  Colmena Corp.
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                     e-mail adminitsration@colmenacorp.com ;
                Attention: Chairman of the Board; with a copy to


                          Vanessa H. Lindsey, Secretary
                                  Colmena Corp.
                1941 Southeast 51st Terrace, Ocala, Florida 34471
               Telephone (352) 694-6661, Fax (352) 694-1325; and,
                     e-mail, operations@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.


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                    Colmena Corp. Engagement Agreement Page 9

          (b) (1) The Parties  acknowledge  that  Yankees  serves as a strategic
     consultant  to Colmena and has acted as  scrivener  for the Parties in this
     transaction but that Yankees is neither a law firm nor an agency subject to
     any professional regulation or oversight.

               (2)  Because of the  inherent  conflict  of  interests  involved,
               Yankees  has  advised  all of the  Parties to retain  independent
               legal and  accounting  counsel to review this  Agreement  and its
               exhibits and incorporated materials on their behalf.

          (c) The decision by any Party not to use the services of legal counsel
     in  conjunction  with this  transaction  shall be solely at their own risk,
     each Party  acknowledging  that applicable rules of the Florida Bar prevent
     Colmena's   general  counsel,   who  has  reviewed,   approved  and  caused
     modifications  on behalf of Colmena,  from  representing  anyone other than
     Colmena in this transaction.

          5.2 Amendment.

               (a) No modification,  waiver,  amendment,  discharge or change of
               this  Agreement  shall be valid unless the same is in writing and
               signed  by the  Party  against  which  the  enforcement  of  said
               modification, waiver, amendment, discharge or change is sought.

               (b) This  Agreement may not be modified  without the consent of a
               majority in interest of Colmena's stockholders.

          5.3 Merger.

               (a)  This  instrument  contains  all  of the  understandings  and
               agreements  of the Parties  with  respect to the  subject  matter
               discussed herein.

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

          5.4 Survival.

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

          5.5 Severability.

               If  any  provision  or  any  portion  of any  provision  of  this
               Agreement,  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 effected
               thereby.


           _____________________________________________________________________

                  Please Initial: Colmena: ____ Mr. Joffe: ___

                   Colmena Corp. Engagement Agreement Page 10

          5.6 Governing Law and Venue.

               This Agreement  shall be construed in accordance with the laws of
               the State of  Florida  but any  proceeding  arising  between  the
               Parties in any  matter  pertaining  or related to this  Agreement
               shall,  to the  extent  permitted  by law,  be held in Palm Beach
               County, Florida.

          5.7 Dispute Resolution.

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

               (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 Broward County,  Florida,  to be selected by lot from
     four alternatives to be provided, two by Colmena and two by Mr. Joffe.

               (B) The mediation  efforts shall be concluded within ten business
               days after their in itiation unless the Parties unanimously agree
               to an extended mediation period.

          (2) In the event that  mediation  does not lead to a resolution of the
     dispute  then at the  request of any Party,  the Parties  shall  submit the
     dispute to binding  arbitration  before an arbitration  service  located in
     Palm Beach County, Florida to be selected by lot, from four alternatives to
     be provided, two by Colmena and two by Mr. Joffe.

          (3)  (A)  Expenses  of  mediation  shall  be  borne  by  Colmena,   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.

                    5.8 Benefit of Agreement.

(a) This  Agreement  may not be assigned by Mr. Joffe  without the prior written
consent of Colmena.

(b) Subject to the  restrictions  on  transferability  and assignment  contained
herein,  the terms and  provisions of this  Agreement  shall be binding upon and
inure  to the  benefit  of the  Parties,  their  successors,  assigns,  personal
representative, estate, heirs and legatees.


           _____________________________________________________________________

                  Please Initial: Colmena: ____ Mr. Joffe: ___

                   Colmena Corp. Engagement Agreement Page 11

                    5.9 Captions.

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

                    5.10 Number and Gender.

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

                    5.11 Further Assurances.

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

                    5.12 Status.

Nothing in this Agreement shall be construed or shall  constitute a partnership,
joint venture, agency, or lessor-lessee  relationship;  rather, the relationship
established  hereby is that of  independent  contractor to Colmena,  as the term
"independent  contractor"  is  defined  by the United  States  Internal  Revenue
Service.  In conjunction  therewith,  Mr. Joffe shall be responsible for his own
tax  reporting  and payment  obligations,  and shall have the sole and exclusive
responsibility   and  liability  for  making  all  reports  and   contributions,
withholdings,  payments and taxes to be collected,  withheld, made and paid with
respect to the  services  to be  performed  hereunder,  whether  pursuant to any
social  security,  unemployment  insurance,  worker's  compensation law or other
federal,  state or local  law now in force in effect or  hereafter  enacted.  In
amplification of the foregoing, except as otherwise may be agreed by the Parties
in  writing,  Mr.  Joffe  shall be  responsible  for  providing  his own  office
facilities and supporting personnel.

                    5.13 Counterparts.

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

(b)  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 Securities and Exchange Commission.

                    5.14 License.

(a) This  Agreement is the property of Yankees and the use hereof by the Parties
is authorized hereby solely for purposes of this transaction.

(b) The use of this  form of  agreement  or of any  derivation  thereof  without
Yankees' prior written permission is prohibited.

           _____________________________________________________________________

                  Please Initial: Colmena: ____ Mr. Joffe: ___

                   Colmena Corp. Engagement Agreement Page 12

(c) This Agreement shall not be more strictly interpreted against any Party as a
result of its authorship.


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

Signed, Sealed & Delivered
         In Our Presence
                                           Mr. Joffe
__________________________

__________________________            ___________________________
                                      Anthony Q. Joffe
Dated:   July 22, 2002

                                           Colmena Corp.,
                                      a Delaware corporation
__________________________

__________________________   By:      ___________________________
                                      Vanessa H. Lindsey
                                      Vice President & Secretary

(CORPORATE SEAL)


Dated:   July 22, 2002

           _____________________________________________________________________

                  Please Initial: Colmena: ____ Mr. Joffe: ___

                   Colmena Corp. Engagement Agreement Page 13