Colmena Corp.
                            (a Delaware corporation)

                                 Bond Number 001

                       Class A, Series A, Convertible Bond

$86,664.18                                               December 31, 2001

     FOR VALUE RECEIVED,  Colmena Corp., a Delaware  corporation with a class of
securities  registered  under  Section 12(g) of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  and with offices at 2500 N.  Military
Trail, Suite 225-D, Boca Raton, Florida 33431 (the "Issuer"), promises to pay to
the order of The Yankee Companies, LLC, a Florida limited liability company with
offices  located at the Crystal  Corporate  Center;  2500 North Military  Trail,
Suite 225, Boca Raton,  Florida 33431 and whose federal employer  identification
number  is  59-3752068  ("Yankees,"  Yankees  together  with all  successors  in
interest to its rights hereunder being collectively and generically  referred to
as the  "Bond  Holder[s];"  the  Issuer,  Yankees  and the  Bond  Holders  being
hereinafter  collectively  and generically  referred to with their successors in
interest as the "Parties"):  the  principal  sum  of  $86,664.18,  together with
interest  thereon  commencing on the date of this instrument (the "Bond") at the
annualized  rate of 2% over the prime rate charged  during the subject period by
Citibank,  N.A.  (New York City) to its most  favorite  corporate  borrowers for
unsecured  obligations  having  a term of one  year  or  less;  at the  Issuer's
offices,  or such other address as the Bond Holder may provide for such purpose,
subject to the following terms:

                                      TERMS

1.  Basic Terms:

   (a)    Definitions:

          The following  terms or phrases,  as used in this Bond,  will have the
          following meanings:

          (1)  Accredited Investor:

               treatment as an accredited investor, as defined in Rule 501(a) of
               Commission  Regulation D, which  provides as follows:  Accredited
               investor.  "Accredited  investor"  will 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


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               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  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


                                     Page 6
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               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.

          (2)  Blue Sky:

               The phrase used to indicate state laws and regulations  governing
               securities   transactions  and  participants  in  the  securities
               industry.

          (3)  Capital Stock:

               Equity securities of all classes and series,  including,  without
               limitation, common stock and preferred stock

          (4)  Code:

               The Internal Revenue Code of 1986, as amended.

          (5)  Commission:

               The United States Securities and Exchange Commission.

          (6)  EDGAR:

               The  Commission's  electronic data gathering and retrieval system
               accessible by the public at the  Commission's  website located at
               http://www.sec.gov.

          (7)  Exchange Act:

               The Securities Exchange Act of 1934, as amended.

          (8)  Florida Act:

               The Florida Securities and Investor Protection Act.

          (9)  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 will 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 anti-


                                     Page 7
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               fraud  provisions  of  Sections  517.301  and  517.311,   Florida
               Statutes.  (4) The  provisions  of this rule will  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  will 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  will 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 will 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
               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.

         (10)  NASD:

               The National Association of Securities Dealers,  Inc., a Delaware
               corporation and self regulatory  organization registered with the
               Commission.

         (11)  OTC Bulletin Board:

               The electronic,  over-the-counter  securities  market operated by
               the NASD, not to be confused with the NASDAQ Stock Market,  Inc.,
               a wholly owned subsidiary of the NASD.

         (12)  Securities Act:

               The Securities Act of 1933, as amended.



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         (13)  Service: The United States Internal Revenue Service.

         (14)  (A)  All  undefined   financial  terms  will  have  the  meanings
                    ascribed to them by generally accepted accounting practices,
                    consistently applied on the accrual basis of accounting,  as
                    modified by rules of the Commission including Regulations SB
                    and SK.

               (B)  Additional  terms  characterized  by initial capital letters
                    are defined in this Bond  immediately  following their first
                    use.

   (b)   The Bonds

          (1)  This  Bond  is one of  that  series  of  bonds  in the  aggregate
               principal  amount of $80,000,  identical in all material terms to
               this  instrument,  privately  placed  by  the  Issuer  solely  to
               accredited  investors pursuant to the provisions of Sections 4(2)
               and 4(6) of the  Securities  Act, and  designated as the Class A,
               Series A, Convertible  Bonds, which the Issuer has exchanged with
               Yankees  pursuant  to the  provisions  of Section  3(a)(9) of the
               Securities  Act for a series of matured  and past due  promissory
               notes in the principal  amount and accrued  interest equal to the
               original principal amount of the Bonds.

          (2)  This Bond shall be payable as follows:

               (A)  Interest  shall be payable in one  aggregate  payment on the
                    maturity date of the Bond, subject to tender of the Bond for
                    cancellation and payment in the manner hereinafter provided.
                    Except  in  the  event  of  a  default  on   payment   after
                    presentation therefor,  interest shall cease on the maturity
                    date.

               (B)  Principal  on this Bond  shall be  payable  on the 366th day
                    following  the  later of its  execution  by the  Issuer,  as
                    evinced  by the date  hereon,  or the  tender  of the  total
                    subscription  price for this Bond, to the Issuer, in cleared
                    and immediately available funds.

          (3)  The Bond Holder may elect to subdivide this Bond into two or more
               separate obligations, at its option, provided, however, that each
               separate  resulting  instrument  must be in an amount of at least
               $10,000  in  principal  and must be  divisible  by 1,000  without
               resulting  fraction,  except as to one single  certificate  which
               will be in such amount as is required to  accurately  reflect the
               principal balance then due.

          (4)  Transfers  or  divisions of Bonds will be effected by the Issuer,
               at the written request of the Bond Holder,  including appropriate
               signature guarantees (but payment of bond transfer fees and taxes
               shall  be the  responsibility  of  the  Bond  Holder);  provided,
               however, that unless the Bonds are  properly registered  pursuant



                                     Page 9
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               to  Section 5 of the  Securities  Act of 1933,  as  amended  (the
               "Securities  Act"),  and  comparable  state  blue sky laws in the
               state of the transferee's domicile, no transfers will be effected
               unless  accompanied by an opinion of legal counsel  acceptable to
               the  Issuer,  attesting  to the fact that the  transfer  will not
               violate applicable laws and detailing the factual and legal basis
               for such opinion.

   (c)    Reservation of Underlying Securities

          The Issuer shall  promptly  instruct its transfer agent to reserve the
          quantity  of  Capital  Stock  required  to be  issued  in the event of
          conversion  of the Bonds  and  shall  require  its  transfer  agent to
          maintain such  reserved  stock until the Bonds are either paid in full
          or converted.

   (d)    Cancellation and Restructuring of Rights under Yankees Warrant

          The Parties  acknowledge  that the Yankee  Companies,  Inc., a Florida
          corporation  and  affiliate of Yankees,  has agreed with the Issuer to
          cancel  its  warrant  entitling  it to  acquire  75% of  the  Issuer's
          outstanding  and reserved  Capital Stock, as described in the Issuer's
          reports filed with the Commission  (the "Yankees  Warrant"),  and that
          the 8,000,000  shares of the Issuer's common stock  heretofore  issued
          under the  Yankees  Warrant  shall,  for all  purposes,  be treated as
          having been issued under this Bond and for purposes of Commission Rule
          144(d)(3)(ii),  to have been issued on the  original  dates of payment
          therefor.

2.  Security and Subordination:

    (a)   This  Bond  shall be  secured  by a  security  interest  in all of the
          Issuer's  assets,  including  after-acquired  assets,  subject only to
          prior, perfected security interests,  and to the sale of assets in the
          ordinary  course of business  provided that the proceeds of such sales
          are re- invested in inventory or used to pay operating expenses of the
          Issuer, since it is the intent of the Parties that no proceeds be used
          for  payment  of  dividends  or  extra-ordinary  compensation  to  the
          principals of the Issuer.

    (b)   The  security  interest  shall be  evinced  by such  documentation  as
          Yankees,  as the  representative  for all  Bond  Holders,  shall  deem
          appropriate  from time to time,  but in any  event,  by forms  adopted
          under the Uniform  Commercial Code of the States of Delaware,  Florida
          and such other states in which the Issuer formally qualifies to engage
          in business,  and properly  executed and timely filed with such states
          (e.g., Form UCC-1).

    (c)   In the event of default hereunder,  Yankees, acting as the irrevocable
          agent for all Bond Holders but without fiduciary  obligations thereto,
          shall  make all  decisions  pertaining  to  appropriate  remedies  for
          default,  including  without  limitation,  those involving the dispute
          resolution provisions of the Bonds.


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3.  Conversion, Trading, Exemptions from Securities Laws & Registration:

   (a)  (1)    This Bond shall, at the Bond Holder's option, be convertible into
               shares of the  Issuer's  securities,  such  that,  upon  complete
               conversion,  the number of shares  owned by the Bond Holder shall
               be equal to 75% of all of the Issuer's:

               (A)  Outstanding Capital Stock; and

               (B)  Capital  Stock   reserved  in   conjunction   with  existing
                    corporate  obligations other than this Bond (e.g.,  options,
                    warrants,  stock  option  plans,  employment  or  consulting
                    agreements, etc.).

        (2)    The actual  quantity  of  securities  into which this Bond may be
               converted will be determined based on the Issuer's outstanding or
               reserved securities at the time conversion is completed,  subject
               to  anti-dilutive  rights  for a period  of three  fiscal  months
               thereafter  pursuant  to  which  additional  securities  shall be
               issued to the Bond  Holder in such  amounts as may be required so
               that the  securities  owned by the Bond Holder  shall be equal to
               75% of all of the Issuer's  outstanding or reserved Capital Stock
               at  the  end  of  the  first  three  months  following  the  time
               conversion is completed.

        (3)    Conversion may be effected in whole or in part, provided that the
               decision of any Bond Holder not to convert  will not preclude any
               other Bond Holder from exercising  conversion rights,  unless he,
               she  or it  is  merely  the  nominee  or  an  alter  ego  of  the
               non-exercising Bond Holder.

        (4)    The  conversion  price per share will be calculated  based on the
               number  of  shares  outstanding  and  reserved  (as  hereinbefore
               described)  at  the  time  of  conversion,   pro  rata,  so  that
               subsequent  conversions  are  expected to be at lower prices than
               earlier conversions.

    (b)   This  Bond  has  not  been  registered  under  any  federal  or  state
          securities  requirements  in  reliance on the  exemptions  provided by
          Sections 3(a)(9), 4(2) and 4(6) of the Securities Act, the Bond Holder
          having heretofore  confirmed to the Issuer that he, she or it is meets
          the  definition  of an Accredited  Investor,  and by acceptance of any
          assignments of this Bond, any subsequent  Bond Holder hereby  confirms
          such assertion under penalty of perjury:

         (1)   The Class A, Series A,  Convertible  Bonds will not be subject to
               the  protective  features of the Trust  Indenture Act of 1939, as
               amended (the  "Indenture  Act")  pertaining to required use of an
               approved  form  of  trust  indenture  and  the  employment  of an
               independent trustee to protect the interests of the Bond Holders,
               pursuant to exemptive provisions of Sections 304(a)(8) and 304(b)
               of  the  Indenture Act  and Rule  4a-1  adopted  thereunder (Reg.



                                    Page 11
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               Section 260.4a-1); consequently, all of the terms of the Class A,
               Series A, Convertible  Bonds are contained in this instrument and
               each Bond Holder will be  required to monitor  compliance  by the
               Issuer with its  obligations  hereunder  directly  and to rely on
               Yankees,  in the sole  exercise  of its  discretion  and  without
               fiduciary  obligations  to the  Bond  Holders,  to take  required
               enforcement actions.

         (2)   The Bond Holder, by acceptance of this Bond, hereby confirms that

               (A)  He, she or it has reviewed all of the Issuer's filings under
                    the  Exchange  Act  currently  posted  on  the  Commission's
                    Internet  web site  during the past 12  months,  has had the
                    opportunity to question officers and directors of the Issuer
                    concerning its business, history, personnel and the terms of
                    the exchange pursuant to which this Bond was issued;

               (B)  Because  neither  this Bond nor the shares of Capital  Stock
                    issuable in the event of its conversion have been registered
                    with  the  Commission  or any  state  securities  regulatory
                    authorities, the Bond Holders hereby acknowledge that:

                    a.   This Bond and the shares of Capital Stock issuable upon
                    conversion  will bear legends  restricting  their  transfer,
                    sale,  conveyance  or  hypothecation  unless they are either
                    registered   under  the  provisions  of  Section  5  of  the
                    Securities Act and the securities  laws of the Bond Holder's
                    state of domicile,  or an opinion of legal counsel,  in form
                    and substance satisfactory to legal counsel to the Issuer is
                    provided  by  the  Bond  Holder  to  the  effect  that  such
                    registration  is not  required  as a  result  of  applicable
                    exemptions  therefrom;  provided that the Parties agree that
                    it is  their  understanding  that  because  the  Bonds  were
                    exchanged solely for existing  securities of the Issuer (the
                    Notes) and  because  conversion  of the Bond for the Capital
                    Stock will be solely in  consideration  for other securities
                    of the Issuer, the holding period applicable prior to resale
                    under Commission Rule 144(d) will,  pursuant to the exchange
                    of securities  provisions of Commission Rule  144(d)(3)(ii),
                    commence  on the  original  date of the Notes for which this
                    Bonds have been exchanged.

                    b.   The Issuer's  transfer agent shall be instructed not to
                    transfer  this Bond or any of the  Capital  Stock  issued on
                    conversion  thereof  unless the Issuer  advises it that such
                    transfer is in compliance with all applicable laws; and



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                    c.   The Bond  Holder  is  acquiring  this  Bond for its own
                    account,  for investment  purposes only, and not with a view
                    to further sale or distribution.

   (c)  (1)    At  Yankees  option,  the  Issuer  shall,  at its  sole  cost and
               expense, register all of the Bonds and all of the securities into
               which they are  convertible,  with the  Commission and State Blue
               Sky  regulatory  authorities,  as required to permit their public
               sale.

        (2)    In addition to Yankees' demand registration  rights, in the event
               the Issuer files a registration statement during the term of this
               Agreement,  it shall  notify  all of the Bond  Holders  either in
               writing or by publication in a newspaper of national  circulation
               (e.g.,  USA Today or the Wall Street  Journal) of such intent and
               shall, at the request of any of them,  register their Bond(s) and
               the shares of Capital  Stock  underlying  the  conversion  rights
               described herein, in such registration statement.

4.   Prepayment:

   (a)    The Bond is pre-payable,  in whole or in part, at the sole election of
          the Issuer, at any time, without prepayment penalties,  subject to the
          following requirements:

         (1)   The  Issuer  may not  selectively  prepay  the Bonds but  rather,
               unless it has elected to prepay all of the Bonds,  it must notify
               all Bond Holders (the "Prepayment Notice"), either as hereinafter
               provided by United  States  First Class  Mail,  postage  prepaid,
               addressed  to the  address  set forth on the face  hereof or such
               other  address as the Bond Holder has  provided to the Issuer and
               the Issuer has listed in its securities registry records;  or, at
               the Issuer's option,  in the manner set forth above for notice of
               intent to file a registration  statement with the Commission,  of
               its intention to partially prepay the Bonds, specifying the terms
               of  prepayment,  and  advising  all Bond  Holders  who  desire to
               voluntarily accept prepayment to notify the Issuer on or before a
               specified  date no earlier than the tenth  business day following
               the date of the Prepayment  Notice,  in writing in the manner set
               forth below for providing notice to the Issuer, of such fact (the
               "Prepayment Request Notice").

         (2)   The Issuer  shall first prepay the Bonds held by persons who have
               provided  timely  Prepayment  Request  Notices  and if such  Bond
               Holders held Bonds with an aggregate  balance due  exceeding  the
               amount  specified  for  prepayment,  the Issuer  may, in its sole
               discretion,  either  elect to increase the amount due which it is
               prepared  to  prepay  in order to  prepay  all of them;  elect to
               prepay the Bonds based on first paying Bond Holders of Bonds with
               the largest  aggregate  amount due; or, elect to prepay the Bonds
               by random selection of Bond serial numbers.




                                    Page 13
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         (3)   In the event that the  aggregate  amount due to the Bond  Holders
               that have provided  Prepayment  Request  Notices is less than the
               amount that the amount specified for prepayment,  the Issuer may,
               in its sole  discretion,  either elect to decrease the amount due
               which it is  prepared to prepay in order to limit  prepayment  of
               the Bonds held by those Bond Holders that provided the Prepayment
               Request  Notice;  elect to prepay the  balance of the Bonds to be
               prepaid based on first paying  holders of Bonds with the smallest
               aggregate  amount  due;  or,  elect to prepay the Bonds by random
               selection of Bond serial numbers.

         (4)   In all cases, the Bond Holders will be provided until not earlier
               than the 30th day  following the date of the  Prepayment  Notice,
               with the option of converting  all (but not less than all) of the
               Bonds held by them,  directly or  indirectly,  into shares of the
               Issuer's Capital Stock, in the manner provided above.

5.   Notices:

   (a)    Any demand or notice made or given by the Bond Holder  pursuant hereto
          or in connection herewith shall be made upon or given to the Issuer by
          registered mail, return receipt requested,  postage prepaid,  directed
          to the Issuer at its address as set forth on the latest  Exchange  Act
          report  filed by the Issuer with the  Commission,  as reflected on the
          Commission's  Internet web site  (www.sec.gov),  unless the Issuer has
          ceased filing such reports,  in which case it shall be provided to the
          address  maintained  for the Issuer by the Office of the  Secretary of
          State of the  state in which it is then  incorporated,  but  making or
          giving or  attempting  to make or give any demand or notice  shall not
          waive any right granted  hereunder or otherwise to act without  demand
          or notice.

   (b)    Any demand or notice  made or given by the  Issuer to any Bond  Holder
          pursuant hereto or in connection  herewith shall be made upon or given
          to the by United States First Class Mail,  postage prepaid,  addressed
          to the address  set forth on the face hereof or such other  address as
          the Bond  Holder has  provided to the Issuer and the Issuer has listed
          in its securities  registry  records;  or, at the Issuer's option,  by
          publication in a newspaper of national circulation (e.g., USA Today or
          the Wall Street Journal).

6.   Dispute Resolution

   (a)    The Parties hereby covenant and agree that in the event that either is
          required  to  retain  an  attorney  to  assist  it  in  enforcing  the
          provisions of this Bond, the prevailing in such  proceeding  shall, by
          application to the subject  tribunal,  be entitled to recover from the
          other  Party such costs,  expenses  and  damages  associated  with the
          actions  or  failures  to act  which  led to  such  decision,  as such
          tribunal deems appropriate under the circumstances, including, without
          limitation, reasonable attorney's fees as actually paid throughout the
          course of any  negotiations,  trials  or  appeals,  but shall  exclude
          consequential or incidental damages.




                                    Page 14
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   (b)    This note shall be governed by and  construed in  accordance  with the
          laws of the State of Delaware but any  proceedings  arising  hereunder
          shall be adjudicated before a forum located within the county in which
          the Issuer maintains its principal legal offices, or in the absence of
          any such offices, its principal administrative offices.

   (c)    In the event any provision of the Bonds shall be deemed  unenforceable
          under the laws binding on a tribunal  adjudicating its validity,  then
          the Parties hereby request that such tribunal reform this Bond in such
          manner as will most closely  accomplish its purpose without  violating
          applicable laws or public policies.

   (d)    By execution and delivery of this Bond, the Parties hereby irrevocably
          accept and submit to, for themselves and their successors in interest,
          generally  and  unconditionally,  the  personal  jurisdiction  of  any
          tribunal meeting the requirements for venue set forth above.

   (e)    (1)  The Parties hereby irrevocably  consent to service of any summons
               and/or legal  process by  registered  or certified  United States
               mail,  postage  prepaid,  to the  Party  served  at  the  address
               determined in the manner  hereinbefore set forth in this Bond for
               the provision of notice, such method of service to constitute, in
               every respect, sufficient and effective service of process in any
               such legal action or proceeding.

          (2)  Nothing in this  Agreement  shall service of process in any other
               manner permitted by law.

          (3)  The Parties  further agree that final judgment  against either of
               them in any legal action,  suit or proceeding  complying with the
               foregoing  provisions  shall be conclusive and may be enforced in
               any other  jurisdiction,  within or outside the United  States of
               America, by suit on the judgment, a certified or exemplified copy
               of which shall be conclusive  evidence of the fact and the amount
               of the subject Party's liability.

7.   Acceptance of Terms of this Agreement by the Bond Holders

     By accepting any of the rights granted under this Bond, the Bond Holder and
     all of the Bond  Holder's  successors  in interest to any rights under this
     Bond shall be  conclusively  presumed to have accepted all  obligations set
     forth herein as applying to Bond Holders,  such  acceptance  constituting a
     condition  precedent to any obligations of the Issuer to the Bond Holder or
     its successor in interest  arising from the  transaction  reflected in this
     Bond.

8.   License

     This  instrument is the property of The Yankee  Companies,  LLC., a Florida
     limited liability company  ("Yankees"),  and has been licensed for use only
     in conjunction with this  transaction.  No one may utilize this form or any
     derivations thereof without the prior written consent of Yankees.



                                    Page 15
<PAGE>




                                      * * *

     In Witness  Whereof,  the Issuer has executed this  instrument on this 31st
day of December, 2001.

                                                   Colmena Corp.


                                     By:  /s/ Edward C. Dmytryk /s/
                                              Edward C. Dmytryk, President

[Corporate Seal]

                                   Attest:  /s/ Vaneessa H. Lindsey /s/
                                                Vanessa H. Lindsey, Secretary



                                    Page 16
<PAGE>



                                 CONVERSION FORM

     The Undersigned hereby irrevocably elects to convert $________ in principal
and accrued  interest  due under this Bond into shares of the  Issuer's  Capital
Stock, as provided for in this Bond.

               Instructions For Registration and Delivery of Stock

                      Please type or print in block letters

                              ---------------------
                                     (Name)

                        --------------------------------
           (Social Security or Federal Employer Identification Number)

                        --------------------------------

                        --------------------------------
                                    (Address)

Dated:  ___________

                      -------------------------------------
                             Bond Holder's Signature

                                         NOTICE:   The signatures to this notice
                                                   of conversion must correspond
                                                   with the name as written upon
                                                   the face of the Bond in every
                                                   particular without alteration
                                                   or enlargement  or any change
                                                   whatever.

Signature Guaranteed:



     IMPORTANT:  SIGNATURE  MUST BE  GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY!



                                    Page 17
<PAGE>


                                 ASSIGNMENT FORM

     FOR  VALUE  RECEIVED,   _____________________  hereby  sells,  assigns  and
transfers unto

                            ---------------------------------------------------
                                                       Name

                            ---------------------------------------------------
                                                      Address

     $_______________  of the principal amount and accrued interest of this Bond
to which this Bond relates,  and does hereby irrevocably  constitute and appoint
_______________________  attorney,  to  transfer  the  same on the  books of the
Issuer with full power of substitution in the premises.

Dated:  ___________
                                       -------------------------------------
                                              Bond Holder's Signature

                                            NOTICE:   The  signatures  to   this
                                            assignment must  correspond with the
                                            name as written upon the face of the
                                            Certificate   in  every  particular,
                                            without alteration or enlargement or
                                            any change whatever.


Signature Guaranteed:



     IMPORTANT:  SIGNATURE  MUST BE  GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY!


                                    Page 18
<PAGE>