Employment Agreement

     This Employment  Agreement (the "Agreement") is entered into,  effective as
of June 14, 2001, by and between Vanessa H. Lindsey,  an individual  residing in
the State of Florida ("Mrs.  Lindsey"),  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 Mrs.  Lindsey being sometimes
hereinafter collectively to as the "Parties" or generically as a "Party".



                                    Preamble:


     WHEREAS,  Colmena  has  directed  The  Yankee  Companies,  Inc.,  a Florida
corporation  which  serves as  Colmena's  strategic  consultant  ("Yankees")  to
recommend an individual experienced with public companies,  to serve as its vice
president for the current fiscal year; and

     WHEREAS,  Yankees  has  recommended  Mrs.  Lindsey  to  Colmena's  board of
directors  based on her  experience as well as her knowledge of Colmena from her
service as Colmena's secretary; and

     WHEREAS, after interviewing Mrs. Lindsey,  Colmena's board of directors has
determined that she is experienced in and knowledgeable with the obligations and
restriction  imposed on public  companies by the Exchange Act and the Securities
Act of 1933, as amended (the "Securities  Act") and has requested that she serve
as Colmena's vice president and secretary during the next fiscal year; and

     WHEREAS, Mrs. Lindsey 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:

                                    Page 73


<PAGE>



                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination

1.1      Term.

     Subject to the  provisions  set forth  herein,  the term of Mrs.  Lindsey's
employment  hereunder  shall be  deemed  to  commence  as of June  14,  2001 and
continue until June 13, 2002,  unless extended or earlier  terminated by Colmena
as hereinafter set forth.

1.2      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 60th day
prior to termination of the then current term.

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  Mrs.  Lindsey's  employment  under  this
               Agreement at any time for cause.

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

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

              (A)   The  inability of Mrs.  Lindsey,  through  sickness or other
                    incapacity, to discharge her 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 Mrs.  Lindsey to follow  the  directions  of
                    Colmena's board of directors,  unless Mrs.  Lindsey 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 her  obligations,
                    services  or  duties   required   under  this  Agreement  or
                    materially   breach  of  any  provision  of this Agreement,

                                    Page 74
<PAGE>



                    which  default or breach has  continued  for five days after
                    written notice of such default or breach.

(b)  Discontinuance of Business:

     In the  event  that  Colmena  discontinues  operating  its  business,  this
     Agreement  shall  terminate  as of the  last  day of the  month on which it
     ceases  operation 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  Mrs.  Lindsey's  death;
however,  all accrued  compensation  at such time shall be promptly paid to Mrs.
Lindsey's estate.

1.4      Final Settlement.

     Upon  termination  of this  Agreement  and  payment to Mrs.  Lindsey of all
amounts due her hereunder,  Mrs. Lindsey or her 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 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 Employment

2.1      Retention.

     Colmena  hereby hires Mrs.  Lindsey and Mrs.  Lindsey  hereby  accepts such
employment,  in accordance  with the terms,  provisions  and  conditions of this
Agreement.

2.2      General Description of Duties.

(a)  Mrs.  Lindsey  shall be employed as the vice  president  and  secretary  of
     Colmena and shall  perform the duties  associated  therewith  by  Colmena's
     bylaws.

(b)  Without limiting the generality of the foregoing, Mrs. Lindsey shall assist
     the  president in his or her duties,  as requested by the  president or the
     board of directors, and may assist from time to time in the following:

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

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

              (B)      The investment community;


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<PAGE>




              (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 her by Colmena's board of
          directors,   subject  to  compliance  with  all  applicable  laws  and
          fiduciary obligations.

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

2.3      Status.

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

(c)  Mrs.  Lindsey 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,  Mrs.  Lindsey  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.

     Mrs. Lindsey shall, unless specifically  otherwise  authorized by Colmena's
board of directors,  on a case by case basis,  devote her business time in a way
that the affairs of Colmena  are  satisfied;  provided,  however,  that  Colmena
hereby recognizes that Mrs. Lindsey is involved with other business ventures and
hereby consents to her  continuation in such roles,  provided that she allocates
the necessary  time and resources to the  fulfilment of her duties to Colmena as
specified in this Agreement.


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<PAGE>



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,  Mrs. Lindsey 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 Mrs.  Lindsey is describing  the securities of
     Colmena to a third party,  Mrs.  Lindsey 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  her  services,  Mrs.  Lindsey 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.

(d)  Mrs.  Lindsey  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 Mrs. Lindsey's services to Colmena, Mrs. Lindsey shall
be entitled to:

(a) (1)   Compensation  at the rate of $5,000.00 per month,  on a pro rata basis
          (assuming a 40-hour work week) of time actually  devoted to her duties
          as Colmena's vice president and secretary as specified in Article 2.2,
          provided that:

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

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


                                    Page 77
<PAGE>



    (2)   (a)  The  compensation  specified above in subsection (a) (1) shall be
               paid at the end of each month,  and may be paid as a  combination
               of cash and an amount of  Colmena's  common  stock,  the value of
               such stock to be calculated as provided below.  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 Mrs.  Lindsey  pursuant to this agreement will never
               be canceled by Colmena or at its  direction for any reason except
               by court order.

          (b)  The number of shares of stock issued  pursuant to this  paragraph
               will  be  calculated   based  on  the  shares'   average  closing
               transaction   price,   as  reported  on  such  exchanges  as  the
               securities may be traded on or, if not traded on any exchange, as
               reported on an  over-the-counter  trading medium (such as the OTC
               Bulletin Board), for the month then ending.

          (c)  Stock certificates will be issued to Vanessa H. Lindsey or to her
               designee,  if  she so  requests  in  writing.  Colmena  will  use
               reasonable  efforts to assure that its  transfer  agent  delivers
               stock  certificates  to Mrs.  Lindsey within ten (10) days of the
               end of each month in which Mrs.  Lindsey  performed the requested
               services.

    (3)   Mrs. Lindsey 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)  Mrs.  Lindsey 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  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)  Mrs. Lindsey is acquiring the Securities for her own account, for
               investment  purposes only, and not with a view to further sale or
               distribution; and

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<PAGE>



          (F)  Mrs.  Lindsey or her 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
          Mrs.  Lindsey of such intent at least 15  business  days prior to such
          filing, and shall, if requested by her, include any shares theretofore
          issued  upon  exercise  of  the  Options  in  such   registration   or
          notification  statement,  provided that Mrs.  Lindsey  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 Mrs.  Lindsey  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, Mrs.
          Lindsey 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  Mrs.  Lindsey  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
               Mrs. Lindsey 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 Mrs.  Lindsey
               shall  be  entitled  to a bonus  in a sum  equal to 5% of the net
               proceeds of such funding.

      (2) In the event that Mrs. Lindsey generates business for the Consolidated
          Corporation,  then, on any sales  resulting  therefrom,  Mrs.  Lindsey
          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

     Mrs. Lindsey shall be entitled to any benefits  generally made available to
all other employees (rather than to a specified employee or group of employees).

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<PAGE>



3.3      Indemnification.


     Colmena will defend,  indemnify  and hold Mrs.  Lindsey  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 her 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 Mrs.  Lindsey  to incur  any out of  pocket
expenses;  provided,  however,  that Mrs.  Lindsey permits Colmena to select and
supervise all personnel  involved in such defense and that Mrs.  Lindsey  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)  Mrs.  Lindsey  acknowledges  that,  in and as a  result  of her  employment
     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,  Mrs.
     Lindsey hereby covenants and agrees that he shall not, at anytime during or
     following the terms of her  employment  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
     her as a result of her employment by Colmena, or Colmena's affiliates.

(b)  In the event of a breach or threatened breach by Mrs. Lindsey 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 Mrs. Lindsey, or by Mrs.
     Lindsey's   partners,   agents,   representatives,   servants,   employers,
     employees,  affiliates  and/or any and all persons  directly or  indirectly
     acting for or with her.

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 Mrs.  Lindsey 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,  Mrs.  Lindsey hereby covenants and agrees
that  Colmena  shall have the  following  additional  rights and remedies in the
event of a breach hereof:


                                     Page 80
<PAGE>



(a)  Mrs.  Lindsey  hereby  consents to the  issuance of a permanent  injunction
     enjoining her 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, Mrs. Lindsey 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 her 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.

     Mrs.  Lindsey  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.

     Mrs.  Lindsey  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,  Mrs. Lindsey hereby covenants,  agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any limitation  deemed  unenforceable  and, Mrs.  Lindsey  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,  Mrs.  Lindsey 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.

4.5      Unauthorized Acts.

     Mrs.  Lindsey  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.


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<PAGE>



4.6      Covenant not to Disparage

     Mrs. Lindsey 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 Mrs. Lindsey:

                            Mrs. Vanessa H. Lindsey,
                          1941 Southeast 51st Terrace,
                              Ocala, Florida 34471;
               Telephone (352) 694-6661; Facsimile (352) 694-1325;
                      e-mail operations@yankeecompanies.com

                                   To Colmena:

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


                          Edward C. Dmytryk, President
                                  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.

(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.



                                    Page 82
<PAGE>



     (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.

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 Broward County, Florida.


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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 six  alternatives  to be provided,  three by Colmena and
               three by Mrs. Lindsey.

         (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  Broward   County,   Florida  to  be  selected  by  lot,  from  six
          alternatives  to be  provided,  three  by  Colmena  and  three by Mrs.
          Lindsey.

     (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 Mrs.  Lindsey  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.

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.


                                    Page 84
<PAGE>



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;  but, rather,
the relationship established hereby is that of employer- employee.

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.

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

                                    Page 85

<PAGE>


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

Signed, Sealed & Delivered
      In Our Presence
                                                          Mrs. Lindsey
/s/ Sally Ann Stroberg /s/

/s/ Jennifer Mitchem /s/                            /s/ Vanessa H. Lindsey /s/
                                                        Vanessa H. Lindsey
Dated:   July 19, 2001

                                                           Colmena Corp.,
                                                       a Delaware corporation
/s/ Sally Ann Stroberg /s/

/s/ Jennifer /s/                              By:    /s/ Edward C. Dmytryk /s/
                                                         Edward C. Dmytryk
                                            President & Chief Executive Officer
(CORPORATE SEAL)
                                            Attest:  /s/ Anthony Q. Joffe
                                                     Anthony Q. Joffe
                                                Director & Chairman of the Board
Dated:   July 19, 2001



                                    Page 86

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