Strategic Consulting Agreement

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

                                   Preamble :

          WHEREAS,  the Client desires to enter into a new strategic  consulting
          agreement with Yankees, replacing the agreement in place since January
          5, 1999 (the "Old Agreements"); and

          WHEREAS, Yankees is agreeable to such change, provided that its rights
          to Colmena Class A Warrants are not negatively affected thereby :

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

                                   Witnesseth:

                                   ARTICLE ONE
                           OBLIGATIONS OF THE PARTIES

1.1      Description of Services

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

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

(C)  Because of the  Client's  status  under  federal  securities  laws,  in any
     circumstances where Yankees is describing the securities of the Client to a
     third  Party,  Yankees  shall  disclose  to such  person  the  compensation
     received from the Client to the extent required under any applicable  laws,
     including, without limitation, Section 17(b) of the Securities Act of 1933,
     as amended;  however,  the Parties acknowledge they do not contemplate that
     Yankees  shall be  involved  in any  activities  on  behalf  of the  Client
     requiring such  descriptions or disclosures,  or that the Services  involve
     any activities subject to regulation under federal or state securities laws
     other than


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     the  prohibitions  of the Foreign  Corrupt  Practices  Act,  except for the
     introduction of the Client and its principals to licensed broker dealers in
     securities,  securities analysts and appropriate  corporate information and
     stockholder relations specialists.


1.2      Fiduciary Obligation to The Client

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

1.3      Limitations on Services

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

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

1.4      Consultant's Compensation

(A)  Yankees will bill at its  standard  hourly rates for all work as to which a
     prior written  arrangement  with different terms has not been entered into,
     however,  no  hourly  billable  services  will be  provided  except  at the
     Client's specific request and, the service of Yankees'  directors,  Messrs.
     William A. Calvo,  III, and Leonard Miles  Tucker,  will be provided at the
     fixed rate of $10,000 per month,  in the aggregate,  payment for which will
     be deferred  and accrued  until  adequate  funds  become  available or this
     Agreement is terminated, whichever shall first occur.

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

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

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

         (b)   If equity  funding is provided  though  Yankees or any affiliates
               thereof,  a discount  of 10% from the lowest  price at which such
               securities are offered to any other person for the subject equity
               securities, if they are issuable as free trading securities,  or,
               a discount of 50% from the lowest price at which such  securities
               are offered to any other person for the subject


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               equity securities,  if they are issuable as restricted securities
               (as the term  restricted  is used for  purposes of SEC Rule 144);
               and

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

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

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

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

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

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

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

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

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

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

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

(E)   (1) The rights to Class A Warrants, as well as rights to all other accrued
          but unpaid  compensation  under the Old Agreements,  shall survive the
          entry into this Agreement and are hereby  ratified and  confirmed,  in
          accordance  with their terms  immediately  prior to  execution of this
          Agreement.

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      (2) The Client  hereby  confirms and  acknowledges  that Yankees has fully
          complied with its obligations  under the Old  Agreements,  that all of
          Yankees rights thereunder are fully vested,  and that all compensation
          payable thereunder has been fully earned.

1.5      Client's Commitments

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

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

          (a)  All required information has been provided;

          (b)  All materials are presented accurately; and,

          (c)  That no materials  required to render  information  provided "not
               misleading" are omitted.

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

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

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

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

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

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

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

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                  its functions under this Agreement.

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


                                   ARTICLE TWO
                      TERM, RENEWALS & EARLIER TERMINATION

2.1      Term

     This Agreement shall be for an initial term of 365 days,  commencing on the
date of its complete execution by all Parties,  as evinced in the execution page
hereof (the "Initial Term").

2.2      Renewals

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


2.3      Final Settlement

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

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


                                  ARTICLE THREE
              CONSULTANT'S CONFIDENTIALITY & COMPETITION COVENANTS

3.1      General Provisions

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

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     has been  obtained by or disclosed to it as a result of its entry into this
     Agreement or provision of services hereunder.

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

3.2      Special Remedies

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

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

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

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

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

3.3      Cumulative Remedies

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

3.4      Acknowledgment of Reasonableness

(A)  Yankees hereby  represents,  warrants and acknowledges  that its members or
     officers and directors have carefully read and considered the provisions of
     this Article Three and,  having done so, agrees that the  restrictions  set
     forth herein are fair and reasonable  and are  reasonably  required for the
     protection of the interests


                          Consulting Agreement, Page 6


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     of the Client, its members, officers,  directors,  consultants,  agents and
     employees;  consequently,  in the  event  that  any of the  above-described
     restrictions  shall  be  held  unenforceable  by  any  court  of  competent
     jurisdiction,  Yankees hereby  covenants,  agrees and directs such court to
     substitute a reasonable judicially  enforceable  limitation in place of any
     limitation  deemed  unenforceable  and, Yankees hereby covenants and agrees
     that if so modified, the covenants contained in this Article Three shall be
     as fully  enforceable as if they had been set forth herein  directly by the
     Parties.

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

3.5      Exclusivity

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


                                  ARTICLE FOUR
                CLIENT'S CONFIDENTIALITY & COMPETITION COVENANTS

4.1      General Prohibitions

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

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

4.2      Special Remedies

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

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


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

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

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

4.3      Cumulative Remedies

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



4.4      Acknowledgment of Reasonableness

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

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






                          Consulting Agreement, Page 8


<PAGE>

                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      Notices

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

To Yankees:
         2500 North Military Trail, Suite 225; Boca Raton, Florida 33431
                  Telephone (561) 998-3435; Fax (561) 998-4635
                   Attention: Leonard Miles Tucker, President

                                       and

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


To the Client:
                                  Colmena Corp.
                   At such address, telephone and fax numbers
               as are reflected on the SEC's EDGAR Internet site;
        Attention: Anthony Q. Joffe, President & Chief Executive Officer

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

5.2      Amendment

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

5.3      Merger

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

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

5.4      Survival

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


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5.5      Severability

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

5.6      Governing Law and Venue

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

5.7      Dispute Resolution in lieu of Litigation

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

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

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

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

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

          (b)  If the terms of the arbitral  award do not establish a prevailing
               Party,   then  the  expenses  of   unsuccessful   mediation   and
               arbitration shall be borne 1/2 by the Client and 1/2 by Yankees.

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

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


                          Consulting Agreement, Page 10


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5.8      Benefit of Agreement

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

5.9      Captions

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


5.10     Number and Gender

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

5.11     Further Assurances

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

5.12     Status

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

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

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

5.13     Counterparts

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

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


                          Consulting Agreement, Page 11


<PAGE>


5.14     License

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

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

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

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

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

Signed, Sealed & Delivered
         In Our Presence
                                                                 Colmena Corp.
----------------------------
____________________________               By:      /s/ Anthony Q. Joffe
                                                 Anthony Q. Joffe, President
Dated: January 4,2001

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

____________________________              By:      /s/ Leonard M. Tucker
                                                Leonard Miles Tucker, President
Dated: January 4, 2001



                          Consulting Agreement, Page 12


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