Administrative Offices
The Yankee Companies, Inc.
A Florida corporation
--------------------------

Leonard Miles Tucker                                          Boca Raton Office
President & Chief Executive Officer                   2500 North Military Trail
                                                      Boca Raton, Florida 33431
William A. Calvo, III, Ll.M.                           Telephone (561) 998-2025
Vice President & Treasurer                            Fax Number (561) 998-3425
                                                   E-Mail carrington@flinet.com

Vanessa H. Lindsey                           Please respond to the Ocala Office
Secretary & Chief Administrative Officer                Ocala Office
Kevin W. Dornan                                     1941 Southeast 51st Terrace
General Counsel                                         Ocala, Florida 34471
                                                       Telephone (352) 694-6661
                                                         Service (352) 368-6525
                                                   Mobile Number (352) 895-8464
                                                      Fax Number (352) 694-1325
                                                   director@yankeecompanies.com


                                  June 18, 2001

Mr. Edward Dmytryk
President, Colmena Corp.
1941 Southeast 51st Terrace
Ocala, FL 34471

Re: Engagement Agreement

Dear Mr. Dmytryk:

     The Yankee Companies,  Inc., a Florida corporation  ("Yankees "), has asked
me to provide Colmena Corp.  ("Colmena")  with legal  services.  Subject to your
approval of the scope and limitation of services,  acknowledgment of disclosures
and waiver of conflicts, and the other terms of representation set forth in this
engagement agreement, I have agreed to provide such services.

     Scope and  Limitation  of Services:  I have enclosed a copy of the Retainer
Agreement  between Yankees and me (referred to therein as "Counsel")  dated June
18, 2001.  Colmena  acknowledges  that the scope of and  limitation  of services
described in Article Two of the  Yankees/Counsel  Agreement describes and limits
the services  Counsel will provide to Colmena under this  engagement  agreement.
Specifically  Colmena acknowledges that Counsel will provide Colmena and Yankees
with  dual   representation  and  by  virtue  of  Counsel's  prior  and  primary
relationship with Yankees,  Counsel may have to withdraw from his representation
of Colmena in the event a conflict of interest arises in the judgment of Counsel
or if Yankees or Colmena  asserts such a conflict of  interest.  In the event of
such a withdrawal, Counsel  may  continue to represent Yankees even in  matters


                                    Page 87

<PAGE>


Colmena Corporation
June 18, 2001
Page  2

where Yankees and Colmena are adverse.

     By entering into this engagement  agreement Colmena specifically waives the
right to disqualify Counsel from representing Yankees in any matter.

     By entering into this agreement  Colmena also acknowledges that Counsel has
undertaken a duty to disclose  all  information  which he learns  about  Colmena
(whether  confidential or not) to Yankees. For this purpose only, Colmena waives
the attorney-client privilege.

     Compensation:  Counsel will be compensated for the services  provided under
this engagement agreement as follows: Under Article Three of the Yankees/Counsel
Agreement,  Counsel is to receive $40,000 per year (prorated and paid weekly) in
cash, and $2,500 per month in stock.  Colmena's share of this  compensation will
be equal to the  percentage  equivalent  of a fraction,  the  numerator of which
shall be the  number  "1" and the  denominator  of which  shall be the number of
Yankees' clients that have publicly trading securities.

     In addition to this  compensation,  Counsel will be entitled to  additional
compensation directly from Colmena as a result of the following events:

     A.   In the event that Counsel  arranges or provides funding for Colmena on
          terms  more  beneficial  than those  reflected  in  Colmena's  current
          principal  financing  agreements,  Counsel  shall be entitled,  at his
          election, to either:

          1.   A fee equal to 5% of such savings, on a continuing basis; or

          2.   If equity  funding  is  provided  through  Counsel  or any entity
               affiliated with him, a discount of 25% 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

          3.   If equity  funding is arranged for Colmena by Counsel 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, Counsel shall be entitled to
               a bonus in a sum equal to 5% of the net proceeds of such funding.

     B.   In the event that Counsel generates business for Colmena,  then on any
          sales resulting  therefrom, Counsel shall  be entitled to a commission


                                    Page 88

<PAGE>


Colmena Corporation
June 18, 2001
Page  3

          equal to 5% of the net  income  derived  by  Colmena  therefrom,  on a
          continuing basis.

     Errors and Omissions Insurance:  Counsel will maintain errors and omissions
insurance which he believes would provide  sufficient  coverage for the services
to be performed under this agreement.  Counsel cannot predict,  however, how his
insurer will respond to any particular claim.

     Further  disclosure  of  conflict of interest  and  waivers  thereof:  This
engagement  may give rise to certain  conflicts of interest  which  Counsel must
disclose in  writing.  The Rules of  Professional  Conduct of the  American  Bar
Association, Rule 3-300 provides:

          "A member shall not enter into a business  transaction  with a client,
          or knowingly  acquire an  ownership,  possessory,  security,  or other
          pecuniary  interest adverse to a client,  unless each of the following
          requirements has been satisfied:

          1.   The  transaction  or the  acquisition  and its terms are fair and
               reasonable to the client and are fully  disclosed and transmitted
               in writing to the client in a manner which should reasonably have
               been understood by the client; and

          2.   The client is  advised  in  writing  that the client may seek the
               advice of an  independent  lawyer of the  client's  choice and is
               given a reasonable opportunity to seek that advice; and

          3.   The  client  thereafter  consents  in writing to the terms of the
               transaction or the terms of the acquisition."

     Colmena  acknowledges that Counsel may receive Colmena stock as his fee for
services  rendered  under this  agreement  and possibly  for  separate  services
rendered  for  Yankees  solely for its  benefit.  As a  shareholder  of Colmena,
Counsel  may at some time have  interests  which do not  coincide  with those of
Colmena management.  By entering into this agreement,  Colmena acknowledges that
Colmena has been advised of the  provisions  of Rule 3-300,  that it has had the
opportunity to seek the advice of another lawyer about this agreement,  and that
in the judgment of the board of directors of Colmena this  agreement is fair and
reasonable.


                                    Page 89



<PAGE>


     Colmena  Corporation June 18, 2001 Page 4 If the foregoing is acceptable to
you,  please  execute the enclosed extra copy of this  engagement  agreement and
return it to the office of the General  Counsel of Yankees.  The original is for
your records.


                                Very truly yours,

                           The Yankee Companies, Inc.

                              /s/ Kevin W. Dornan
                                 Kevin W. Dornan
                                 General Counsel


     The  undersigned  represents  that the Board of Directors of Colmena  Corp.
ratifies this agreement and that he has the authority of the board to sign it.


/s/ Edward Dmytryk/s/                                Dated:   July 19, 2001
Edward Dmytryk, President
Colmena Corp.




                                    Page 90
 <PAGE>