Clarification Agreement

     This Clarification  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) and Richard C.
Peplin,  Jr., an Ohio  resident  ("Mr.  Peplin;"  Colmena and Mr.  Peplin  being
collectively  referred to as the "Parties" and each being sometimes  hereinafter
generically referred to as a "Party").

                                    Preamble:

     Whereas, Colmena was a publicly held holding company which owned a group of
operating   subsidiaries   (hereinafter   collectively   referred   to  as   the
"Subsidiaries")  that the Parties  intended to convey to Mr. Peplin  pursuant to
the terms of the reorganization  agreement entered into between them on or about
March 25, 1999, a copy of which was filed with the United States  Securities and
Exchange  Commission  (the  "Commission")  and is available at the  Commission's
website at www.sec.gov in its EDGAR archives (the  "Reorganization  Agreement");
but

     Whereas,  the  Parties,  in  documenting  the  transaction,   inadvertently
excluded  at  least  one  subsidiary,   Tio  Mariano  Cigar  Corp.,  a  Delaware
corporation,  and the  Parties  now  desire  to  clarify  that all of  Colmena's
Subsidiaries  were  conveyed  to Mr.  Peplin as a result  of the  Reorganization
Agreement, except as specifically excluded therein:

     Now,  Therefore,  in consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  the Parties,  intending to be legally bound,
hereby agree as follows:

                                   Witnesseth:

First:          Terms of Reorganization

1.1     Clarification

     The Parties hereby agree that the Reorganization  Agreement conveyed to Mr.
Peplin all of Colmena's  Subsidiaries,  except as specifically excluded therein,
and that Tio Mariano Cigar Corp. was among the Subsidiaries so conveyed.

1.2     Further Amendment or Supplement of Reorganization Agreement

     Any provisions in the  Reorganization  Agreement  which are contrary to any
provisions in this Agreement are hereby amended and supplemented, as required to
give full scope and effect to the provisions of this Agreement.


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Second:         Miscellaneous

2.1     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.

2.2     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:

                            Crystal Corporate Center;
                    2500 North Military Trail, Suite 225-D;
                           Boca Raton, Florida 33431;
                 Telephone (561) 998-3435; Fax (561) 998-4635;
                         e-mail edmytryk@earthlink.net;

                    Attention: Edward C. Dmytryk, President,
                                 with a copy to
                          1941 Southeast 51st Terrace;
                              Ocala, Florida 34471;
                 Telephone (352) 694-6661; Fax (352) 694-1325;
                       e-mail, legal@yankeecompanies.com;
                  Attention: Kevin W. Dornan, General Counsel;


                                 To Mr. Peplin:

Richard C. Peplin, Jr.. 25100 Detroit Road; Westlake, Ohio 44145; and to 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 or as may be reflected in
the SEC's EDGAR Internet web site.

2.3    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.

2.4    Survival.

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

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2.5      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.

2.6     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.

2.7     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,  whether
     pursuant to  requirements  of this  Agreement or otherwise;  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 attorney's fees throughout any negotiations, trials or
     appeals, whether or not any suit is instituted.

2.8     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
attorney's  fees up to and  including  all  negotiations,  trials  and  appeals,
whether or not litigation is initiated.

2.9     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.


                                     Page 39
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2.10     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.

2.11    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.

2.12    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.

2.13    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.

2.14    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.


                                     Page 40
<PAGE>


2.15     License.

        (a)    This  Agreement  is the  property of The Yankee  Companies,  Inc.
               ("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.

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


Signed, Sealed and Delivered
         In Our Presence:
                                                      Colmena Corp.
/s/ Jennifer Mitchem/s/
/s/ Sally Ann Stroberg /s/                By:   /s/ Edward C. Dmytryk /s/
                                                    Edward C. Dmytryk, President
(CORPORATE SEAL)
                                      Attest:  /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary
Dated:   July 6, 2001

                                                   Mr. Peplin
/s/ Bill Caster /s/

/s/ ---------------------------------          /s/ Richard C. Peplin, Jr.
                                                   Richard C. Peplin, Jr.,
                                                   on his own behalf and on
                                                   behalf of his affiliates
Dated:   July 5, 2001




                                    Page 41
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