Settlement Agreement

     This Settlement Agreement (the "Agreement") is made and entered into by and
among  Colmena  Corp.,  a publicly  held  Delaware  corporation  with a class of
securities  registered under Section 12(g) of the Securities and Exchange Act of
1934, as amended  ("Colmena" and the "Exchange Act,"  respectively);  Mr. Elliot
Loewenstern,  a Florida resident (Mr. Loewenstern");  and, SBV Holdings, Inc., a
Delaware  corporation  ("SBV;" Mr.  Loewenstern,  SBV and their affiliates being
hereinafter collectively or generically referred to as "The Loewenstern Group"),
Colmena  and  The  Loewenstern  Group  being  collectively  referred  to as  the
"Parties"  and each being  sometimes  hereinafter  generically  referred to as a
"Party").

                                    Preamble:

     WHEREAS,  the Parties have engaged in a series of business  agreements  and
transactions involving Colmena and, for their mutual benefit, the Parties desire
to settle all outstanding issues and commitments, including, without limitation,
satisfaction  of that certain  convertible  promissory note issued by Colmena to
SBV on or about October 1, 1998 (the "SBV Note"), in consideration for 1,844,444
shares of Colmena's common stock, $0.01 par value:

     NOW,  THEREFORE,  in consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  the Parties,  in  settlement of all of their
outstanding  claims  against each other and their members,  partners,  officers,
directors,  agents and affiliates,  and as an accord and  satisfaction of all of
their rights, obligations and liabilities, hereby agree as follows:

                                   Witnesseth:

First:            The SBV Note

1.1       Colmena hereby agrees to  immediately  issue  1,844,444  shares of its
          common stock,  $0.01 per share par value, to SBV in  consideration  in
          cancellation of the SBV Note, all interest owed on said Note and for a
          General Release from SBV and Loewenstern,  such shares being issued in
          reliance on the exemption  from  registration  requirements  under the
          Securities  Act provided by Section 4(2)  thereof,  and the  exemption
          from registration under the Florida Securities and Investor Protection
          Act, as amended  (the  "Florida  Blue Sky Act"),  provided by Sections
          517.061 (11) thereof. The Parties hereby agree that the effective date
          of this Agreement shall be the date upon which  consideration for this
          settlement has been paid and received between the Parties hereto.


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1.2       Piggy Back Registration Rights

A.   If Colmena  proposes to register any of its securities under the Securities
     Act, it shall give written notice by registered  mail, at least thirty (30)
     days, prior to the filing of each registration statement to SBV.

B.   If SBV notifies  Colmena  within twenty (20) days after receipt of any such
     notice of its desire to include any  securities  received  pursuant to this
     Settlement Agreement in such proposed registration statement, Colmena shall
     afford SBV the  opportunity to have such securities  registered  under such
     registration statement.

C.   Colmena  shall  pay  all  costs  (excluding  any  underwriting  or  selling
     commissions or overcharges of any  broker-dealer  acting on behalf of SBV),
     fees and expenses in  connection  with all  registration  statements  filed
     pursuant to this section.

Second            Termination of Agreements & Mutual Releases

A.   In full payment and  cancellation of all  obligations  owed by any Party or
     its  affiliates  to any other Party or its  affiliates  and for the general
     releases  of any and all  claims  that  each  party  may be able to  assert
     against  each  other,  from the  beginning  of time  until the date of this
     Agreement,  as  well as in  consideration  for  the  extinguishment  of all
     agreements between them:

     1.   Colmena hereby agrees to issue said shares of its common stock,  $0.01
          per share par value, to SBV as set forth above.

     2.   Each of the Parties hereby  terminates all agreements  with all of the
          other Parties and their affiliates and hereby relinquishes all rights,
          whether  accrued or  inchoate,  under any  agreements  between them or
          their  affiliates and any other Party and its  affiliates,  other than
          those created by this Agreement.

B.   In  consideration  for  the  exchange  of  covenants  reflected  above  but
     excepting  only the  obligations  created by this  Agreement,  the  Parties
     hereby each  release,  discharge  and  forgive  the other,  and each of the
     others' subsidiaries,  affiliates,  members, officers, directors, partners,
     agents  and  employees  from any and all  liabilities,  whether  current or
     inchoate,  from the  beginning  of time  until the date of this  Agreement,
     other than as established specifically by this Agreement.

Third:            Securities Law Representations

     Mr.  Loewenstern  and SBV hereby each  represent,  warrant and  covenant as
follows,  concerning the shares of Colmena common stock,  $0.01 par value, to be
issued to SBV pursuant to the terms of this Agreement (the "Stock"):


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A.   All  of the  Stock  will  bear  legends  restricting  its  transfer,  sale,
     conveyance or  hypothecation  unless such Stock is either  registered under
     the  provisions of Section 5 of the Securities Act and the Florida Blue Sky
     Act, or an opinion of legal counsel, in form and substance  satisfactory to
     legal  counsel to Colmena is  provided  by the person  desiring to effect a
     transfer  or  transaction,  to the  effect  that such  registration  is not
     required as a result of applicable exemptions therefrom.

B.   Colmena's  transfer  agent shall be  instructed  not to transfer any of the
     Stock unless  Colmena  advises it that such transfer is in compliance  with
     all applicable laws;

C.   SBV is acquiring  the Stock for its own account,  for  investment  purposes
     only, and not with a view to further sale or distribution;

D.   Mr.  Loewenstern,  SBV and their advisors have examined  Colmena's Exchange
     Act  filings   posted  on  the  United  States   Securities   and  Exchange
     Commission's  EDGAR  system and are fully  familiar  with  Colmena  and its
     operations as a result of their prior  association  therewith,  having also
     questioned  Colmena's  officers and  directors as to all matters  involving
     Colmena as they deemed appropriate.

Fourth:           Miscellaneous

4.1      Amendment.


     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party  against  which such  modification,  waiver,  amendment,  discharge or
change is sought.

4.2      Notice.


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

                                   To Colmena:
                           3896 North Federal Highway;
                        Lighthouse Point, Florida 33064,
                     Attention: Anthony Q. Joffe, President;
                                     and to

                           The Yankee Companies, Inc.
                       2500 N. Military Trail, Suite 225;
                           Boca Raton, Florida 33431
                   Attention: Leonard Miles Tucker, President


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             To any of the component entities heretofore defined as
                             The Loewenstern Group:
                         3350 N.W. Boca Raton Boulevard
                         Suite 38B, Boca Raton, FL 33431
                          Attention: Elliot Loewenstern

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.

4.3      Merger.

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

4.4      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.

4.5      Severability.


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

4.6      Governing Law.


     This Agreement  shall be construed in accordance with the laws of the State
of Florida and any proceedings  pertaining  directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally  permitted,
be held in Palm Beach County, Florida.




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4.7  Indemnification.

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

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

4.8      Litigation.

     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.

4.9      Benefit of Agreement.

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

4.10     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.

4.11     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.




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4.12     Further Assurances.

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

4.13     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship,  or  principal-agent   relationship,   rather,  the  relationships
established hereby are those of settling debtor and creditor.

4.14     Counterparts.

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

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

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

4.15     License.


                (a) This Agreement is the property of the Yankee Companies, Inc,
                    a Florida corporation ("Yankees").

                (b) 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.

                (c) The Parties  hereby  acknowledge  that  Yankees is not a law
                    firm or regulated entity and has not provided any Party with
                    any  advice  concerning  this  Agreement,   rather,  it  has
                    informed  each Party,  as a  condition  to their use of this
                    form that they must obtain independent legal advice.


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     In Witness  Whereof,  the Parties have caused this Agreement to be executed
ef fective as of the last date set forth below.

Signed, sealed and delivered
         In Our Presence:
                                                      Colmena Corp.
/s/ Nancy Molinari /s/

/s/ Sally Ann Stroberg /s/              By:   /s/ Edward C. Dmytryk
                                                  Edward C. Dmytryk, President
(CORPORATE SEAL)
                                     Attest: /s/  Vanessa H. Lindsey
                                                  Vanessa H. Lindsay, Secretary
Dated:   May 30, 2001

                                                  The Loewenstern Group:

                                                       SBV Holdings, Inc.
/s/ Cathy Coppola /s/

                                    By:    /s/Elliot Loewenstern /s/
                                              Elliot Loewenstern, President, on
                                              behalf of SBV Holdings, Inc.,
                                              and its affiliates


                                 Attest:  _______________________________
                                           Secretary
Dated:   May 30, 2001

                                           Mr. Loewenstern
/s/ Cathy Coppola/s/

_________________________________          /s/ Elliot Loewenstern
                                               Elliot Loewenstern, on his own
                                          behalf and on behalf of his affiliates


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