Employment Agreement

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



                                    Preamble:


     WHEREAS,  Anthony Q. Joffe has  resigned as Colmena's  president  and chief
executive  officer and has advised its board of  directors  that in light of his
resignation,  Colmena should consider  retaining someone  experienced in matters
involving  the  securities  industry,  public  finance and  security  regulatory
requirements; and

     WHEREAS,  Colmena  has  directed  The  Yankee  Companies,  Inc.,  a Florida
corporation  which  serves as  Colmena's  strategic  consultant  ("Yankees")  to
recommend an individual meeting the parameters  suggested by Mr. Joffe, to serve
as its president and chief executive officer for the current fiscal year; and

     WHEREAS,  Yankees  has  recommended  Mr.  Dmytryk  to  Colmena's  board  of
directors based on the expectation  that during the next twelve months Colmena's
development as a diversified  telecommunications group of companies will require
substantial additional capital and consequently, a president and chief executive
officer familiar with the investment  community and the practical and regulatory
aspects of capital formation; and

     WHEREAS,  after interviewing Mr. Dmytryk,  Colmena's board of directors has
determined that he is experienced and well known in the financial  community and
is thoroughly  knowledgeable  with the obligations and  restrictions  imposed on
public  companies by the Exchange Act and the Securities Act of 1933, as amended
(the  "Securities  Act") and has requested that he serve as Colmena's  president
and chief executive officer during the next fiscal year; and

     WHEREAS,  Mr. Dmytryk 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 59
<PAGE>



                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination

1.1      Term.

     Subject  to the  provisions  set forth  herein,  the term of Mr.  Dmytryk'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 Mr. Dmytryk's employment under this Agreement at
          any time for cause.

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

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

          (A)  The  inability  of  Mr.  Dmytryk,   through   sickness  or  other
               incapacity,  to discharge his 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 Mr.  Dmytryk to follow the directions of Colmena's
               board of  directors,  unless Mr.  Dmytryk  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 his obligations,  services
               or duties  required under this Agreement or materially  breach of
               any  provision of  this  Agreement, which  default or  breach has


                                    Page 60
<PAGE>


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 Mr. Dmytryk's death; however,
all accrued  compensation  at such time shall be promptly paid to Mr.  Dmytryk's
estate.

1.4      Final Settlement.

     Upon  termination  of this  Agreement  and  payment  to Mr.  Dmytryk of all
amounts due him hereunder,  Mr. Dmytryk or his 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 Mr.  Dmytryk and Mr.  Dmytryk  hereby  accepts  such
employment,  in accordance  with the terms,  provisions  and  conditions of this
Agreement.

2.2      General Description of Duties.

(a)  Mr. Dmytryk shall be employed as the president and chief executive  officer
     of Colmena and shall perform the duties  associated  therewith by Colmena's
     bylaws.

(b)  Without limiting the generality of the foregoing, Mr. Dmytryk shall:

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

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

         (B)      The investment community;

         (C)      Colmena's security holders;


                                    Page 61
<PAGE>



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

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

2.3      Status.

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

(c)  Mr. Dmytryk 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,  Mr.  Dmytryk  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.

     Mr. Dmytryk shall,  unless specifically  otherwise  authorized by Colmena's
board of directors,  on a case by case basis,  devote his business time in a way
that the affairs of Colmena  are  satisfied;  provided,  however,  that  Colmena
hereby  recognizes that Mr. Dmytryk is involved with other business ventures and
hereby  consents to his  continuation  in such roles,  provided that his role as
Colmena's   president  and  chief  executive  officer  shall  take  priority  in
allocation of time and resources to any activities pertaining to such roles, and
that he will resolve any actual conflicts of interest  resulting from such roles
in favor of Colmena whenever possible and practical.


                                    Page 62
<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,  Mr. Dmytryk 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 Mr.  Dmytryk is describing  the  securities of
     Colmena to a third party,  Mr.  Dmytryk  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  his  services,  Mr.  Dmytryk  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)  Mr.  Dmytryk  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 Mr. Dmytryk's  services to Colmena,  Mr. Dmytryk shall
be entitled to:

(a) (1)   Compensation  at the rate of $50.00 per hour of time actually  devoted
          to his duties as Colmena's  president and chief  executive  officer as
          specified in Article 2.2, as well as reimbursement  for all reasonable
          expenses incurred by him in the course of his duties, provided that:

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

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



                                     Page 63
<PAGE>



    (2)  (a)   The  compensation  specified above in subsection (a) (1) shall be
               paid at the end of each month,  and may be paid in an  equivalent
               amount  of  Colmena's   common  stock  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 Mr.  Dmytryk  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 Edward C. Dmytryk or to his
               designee,  if  he  so  requests  in  writing.  Colmena  will  use
               reasonable  efforts to assure that its  transfer  agent  delivers
               stock certificates to Mr. Dmytryk within ten (10) days of the end
               of each  month in  which  Mr.  Dmytryk  performed  the  requested
               services.

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

          (F)  Mr.  Dmytryk or his advisors  have examined  Colmena's  books and
               records and  questioned  its  officers  and  directors as to such
               matters involving Colmena as he deemed appropriate.


                                     Page 64
<Page>




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

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

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

3.3      Indemnification.

     Colmena will  defend,  indemnify  and hold Mr.  Dmytryk  harmless  from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses   associated   directly,  therewith   (e.g.  legal  fees,  court costs,



                                    Page 65
<PAGE>



investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by him 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 Mr.  Dmytryk  to  incur  any out of  pocket
expenses;  provided,  however,  that Mr. Dmytryk  permits  Colmena to select and
supervise all personnel involved in such defense and that Mr. Dmytryk 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)  Mr.  Dmytryk  acknowledges  that,  in and  as a  result  of his  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,  Mr.
     Dmytryk hereby covenants and agrees that he shall not, at anytime during or
     following the terms of his  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
     him as a result of his employment by Colmena, or Colmena's affiliates.

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

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

(a)  Mr.  Dmytryk  hereby  consents to the  issuance  of a permanent  injunction
     enjoining him 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





                                    Page 66
<PAGE>



     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 him 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.

     Mr.  Dmytryk  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.

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

     Mr.  Dmytryk  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.

4.6      Covenant not to Disparage

     Mr. Dmytryk 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


                                    Page 67
<PAGE>



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 Mr. Dmytryk:

                               Edward C. Dmytryk,
                             315 Premier Vista Way,
                         St. Augustine, Florida 32080;
               Telephone (904) 233-9006; Facsimile (904) 471-9664;
                          e-mail edmytryk@earthlink,net

                                   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


                          Vanessa H. Lindsey, Secretary
                                  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.

    (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


                                    Page 68
<PAGE>



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.


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.


                                     Page 69
<PAGE>



(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 Mr. Dmytryk.

         (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 Mr.
          Dmytryk.

     (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 Mr. Dmytryk 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.

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.

                                    Page 70
<Page>



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  independent  contractor  to
Colmena.

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 71
<PAGE>


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

Signed, Sealed & Delivered
         In Our Presence
                                                          Mr. Dmytryk
/s/ Sally Ann Stroberg /s/

/s/ Jennifer Mitchem /s/                         /s/ Edward C. Dmytryk/s/
                                                     Edward C. Dmytryk
Dated:   July 19, 2001

                                                        Colmena Corp.,
/s/ Philip W. Kinskern, II /s/                     a Delaware corporation
/s/ Robert A. Kinskern /s/               By: /s/Anthony Q. Joffe/s/
                                                Anthony Q. Joffe
                                                Director & Chairman of the Board

(CORPORATE SEAL)
                                       Attest:  /s/ Vanessa H. Lindsey /s/
                                                    Vanessa H. Lindsey
                                                    Secretary
Dated:   July 19, 2001

                                    Page 72
<PAGE>