EXHIBIT 10.47

                                     WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                                  COLMENA CORP.


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: _____                                     Number of Shares: _______

Date of Issuance: __________________

Colmena Corp., Delaware corporation (the "Company"), hereby certifies that, for
Ten United States Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Holder as
delineated on Schedule I attached, the registered holder hereof or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company upon surrender of this Warrant, at any time or times on or after the
date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as
defined herein) ________________ fully paid and nonassessable shares of Common
Stock (as defined herein) of the Company (the "Warrant Shares") at an exercise
price of $.30 per share or as subsequently adjusted (the "Exercise Price");
provided, however, that in no event shall the holder be entitled to exercise
this Warrant for a number of Warrant Shares in excess of that number of Warrant
Shares which, upon giving effect to such exercise, would cause the aggregate
number of shares of Common Stock beneficially owned by the holder and its
affiliates to exceed 4.99% of the outstanding shares of the Common Stock
following such exercise, except within sixty (60) days of the Expiration Date.
For purposes of the foregoing proviso, the aggregate number of shares of Common
Stock beneficially owned by the holder and its affiliates shall include the
number of shares of Common Stock issuable upon exercise of this Warrant with
respect to which the determination of such proviso is being made, but shall
exclude shares of Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised Warrants beneficially owned by the holder and its
affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by the holder
and its affiliates (including, without limitation, any convertible notes or
preferred stock) subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the



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preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock a holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or its
transfer agent setting forth the number of shares of Common Stock outstanding.
Upon the written request of any holder, the Company shall promptly, but in no
event later than one (1) Business Day following the receipt of such notice,
confirm in writing to any such holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the exercise of Warrants (as defined below)
by such holder and its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported.

1.

         (a) This Warrant is the common stock purchase warrant (the "Warrant")
issued pursuant to a secured convertible debenture dated November , 2004 by and
between the Company and Holder (the "Convertible Debenture").

         (b) Definitions. The following words and terms as used in this Warrant
shall have the following meanings:

                  (i) "Approved Stock Plan" means any employee benefit plan
         which has been approved by the Board of Directors of the Company,
         pursuant to which the Company's securities may be issued to any
         employee, officer or director for services provided to the Company.

                  (ii) "Business Day" means any day other than Saturday, Sunday
         or other day on which commercial banks in the City of New York are
         authorized or required by law to remain closed.

                  (iii) "Closing Bid Price" means the closing bid price of
         Common Stock as quoted on the Principal Market (as reported by
         Bloomberg Financial Markets ("Bloomberg") through its "Volume at Price"
         function).

                  (iv) "Common Stock" means (i) the Company's common stock, par
         value $.01 per share, and (ii) any capital stock into which such Common
         Stock shall have been changed or any capital stock resulting from a
         reclassification of such Common Stock.

                  (v) "Excluded Securities" means, provided such security is
         issued at a price which is greater than or equal to the arithmetic
         average of the Closing Bid Prices of the Common Stock for the ten (10)
         consecutive trading days immediately preceding the date of issuance,
         any of the following: (a) any issuance by the Company of securities in
         connection with a strategic partnership or a joint venture (the primary
         purpose of which is not to raise equity capital), (b) any issuance by
         the Company of securities as consideration for a merger or
         consolidation or the acquisition of a business, product, license, or
         other assets of another person or entity and (c) options to purchase
         shares of Common Stock, provided (I) such options are



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         issued after the date of this Warrant to employees of the Company
         within thirty (30) days of such employee's starting his employment with
         the Company, and (II) the exercise price of such options is not less
         than the Closing Bid Price of the Common Stock on the date of issuance
         of such option.

                  (vi) "Expiration Date" means the date two (2) years from the
         Issuance Date of this Warrant or, if such date falls on a Saturday,
         Sunday or other day on which banks are required or authorized to be
         closed in the City of New York or the State of New York or on which
         trading does not take place on the Principal Exchange or automated
         quotation system on which the Common Stock is traded (a "Holiday"), the
         next date that is not a Holiday.

                  (vii) "Issuance Date" means the date hereof.

                  (viii) "Options" means any rights, warrants or options to
         subscribe for or purchase Common Stock or Convertible Securities.

                  (ix) "Other Securities" means (i) those options and warrants
         of the Company issued prior to, and outstanding on, the Issuance Date
         of this Warrant, (ii) the shares of Common Stock issuable on exercise
         of such options and warrants, provided such options and warrants are
         not amended after the Issuance Date of this Warrant and (iii) the
         shares of Common Stock issuable upon exercise of this Warrant.

                  (x) "Person" means an individual, a limited liability company,
         a partnership, a joint venture, a corporation, a trust, an
         unincorporated organization and a government or any department or
         agency thereof.

                  (xi) "Principal Market" means the New York Stock Exchange, the
         American Stock Exchange, the Nasdaq National Market, the Nasdaq
         SmallCap Market, whichever is at the time the principal trading
         exchange or market for such security, or the over-the-counter market on
         the electronic bulletin board for such security as reported by
         Bloomberg or, if no bid or sale information is reported for such
         security by Bloomberg, then the average of the bid prices of each of
         the market makers for such security as reported in the "pink sheets" by
         the National Quotation Bureau, Inc.

                  (xii) "Securities Act" means the Securities Act of 1933, as
         amended.

                  (xiii) "Warrant" means this Warrant and all Warrants issued in
         exchange, transfer or replacement thereof.

                  (xiv) "Warrant Exercise Price" shall be $.30 per share ,
         subject to readjustment or as subsequently adjusted as provided in
         Section 8 hereof.

                  (xv) "Warrant Shares" means the shares of Common Stock
         issuable at any time upon exercise of this Warrant.



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         (c) Other Definitional Provisions.

                  (i) Except as otherwise specified herein, all references
         herein (A) to the Company shall be deemed to include the Company's
         successors and (B) to any applicable law defined or referred to herein
         shall be deemed references to such applicable law as the same may have
         been or may be amended or supplemented from time to time.

                  (ii) When used in this Warrant, the words "herein", "hereof",
         and "hereunder" and words of similar import, shall refer to this
         Warrant as a whole and not to any provision of this Warrant, and the
         words "Section", "Schedule", and "Exhibit" shall refer to Sections of,
         and Schedules and Exhibits to, this Warrant unless otherwise specified.

                  (iii) Whenever the context so requires, the neuter gender
         includes the masculine or feminine, and the singular number includes
         the plural, and vice versa.

2. Exercise of Warrant. Subject to the terms and conditions hereof, this Warrant
may be exercised by the holder hereof then registered on the books of the
Company, pro rata as hereinafter provided, at any time on any Business Day on or
after the opening of business on such Business Day, commencing with the first
day after the date hereof, and prior to 11:59 P.M. Eastern Time on the
Expiration Date, by (i) delivery of a written notice, in the form of the
subscription notice attached as Exhibit A hereto (the "Exercise Notice"), of
such holder's election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the Company of an
amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares
being purchased, multiplied by the number of Warrant Shares (at the applicable
Warrant Exercise Price) as to which this Warrant is being exercised (plus any
applicable issue or transfer taxes) (the "Aggregate Exercise Price") in cash or
wire transfer of immediately available funds and (iii) the surrender of this
Warrant (or an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company as soon as practicable following such date. In the event
of any exercise of the rights represented by this Warrant in compliance with
this Section 2(a), the Company shall on the fifth (5th) Business Day following
the date of receipt of the Exercise Notice, the Aggregate Exercise Price and
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company (the "Exercise Delivery Documents"), and if the Common Stock is DTC
eligible credit such aggregate number of shares of Common Stock to which the
holder shall be entitled to the holder's or its designee's balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the fifth (5th) Business Day following receipt of the Exercise Delivery
Documents, issue and surrender to a common carrier for overnight delivery to the
address specified in the Exercise Notice, a certificate, registered in the name
of the holder, for the number of shares of Common Stock to which the holder
shall be entitled pursuant to such request. Upon delivery of the Exercise Notice
and Aggregate Exercise Price referred to in clause (ii) above the holder of this
Warrant shall be deemed for all corporate purposes to have



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become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised. In the case of a dispute as to the determination of
the Warrant Exercise Price, the Closing Bid Price or the arithmetic calculation
of the Warrant Shares, the Company shall promptly issue to the holder the number
of Warrant Shares that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
(1) Business Day of receipt of the holder's Exercise Notice. If the holder and
the Company are unable to agree upon the determination of the Warrant Exercise
Price or arithmetic calculation of the Warrant Shares within one (1) day of such
disputed determination or arithmetic calculation being submitted to the holder,
then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price or the Closing Bid Price to an
independent, reputable investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside accountant. The
Company shall cause the investment banking firm or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and
the holder of the results no later than forty-eight (48) hours from the time it
receives the disputed determinations or calculations. Such investment banking
firm's or accountant's determination or calculation, as the case may be, shall
be deemed conclusive absent manifest error.

         (a) Unless the rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, as soon as practicable and
in no event later than five (5) Business Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant exercised,
less the number of Warrant Shares with respect to which such Warrant is
exercised.

         (b) No fractional Warrant Shares are to be issued upon any pro rata
exercise of this Warrant, but rather the number of Warrant Shares issued upon
such exercise of this Warrant shall be rounded up or down to the nearest whole
number.

         (c) If the Company or its Transfer Agent shall fail for any reason or
for no reason to issue to the holder within ten (10) days of receipt of the
Exercise Delivery Documents, a certificate for the number of Warrant Shares to
which the holder is entitled or to credit the holder's balance account with The
Depository Trust Company for such number of Warrant Shares to which the holder
is entitled upon the holder's exercise of this Warrant, the Company shall, in
addition to any other remedies under this Warrant or the Placement Agent
Agreement or otherwise available to such holder, pay as additional damages in
cash to such holder on each day the issuance of such certificate for Warrant
Shares is not timely effected an amount equal to 0.025% of the product of (A)
the sum of the number of Warrant Shares not issued to the holder on a timely
basis and to which the holder is entitled, and (B) the Closing Bid Price of the
Common Stock for the trading day immediately preceding the last possible date
which the Company could have issued such Common Stock to the holder without
violating this Section 2.

         (d) If within ten (10) days after the Company's receipt of the Exercise
Delivery Documents, the Company fails to deliver a new Warrant to the holder for
the number of Warrant Shares to which such holder is entitled pursuant to
Section 2 hereof, then, in addition to any other available remedies under this
Warrant or the Placement Agent Agreement, or otherwise available to such holder,
the Company shall pay as additional damages in cash to such holder on



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each day after such tenth (10th) day that such delivery of such new Warrant is
not timely effected in an amount equal to 0.25% of the product of (A) the number
of Warrant Shares represented by the portion of this Warrant which is not being
exercised and (B) the Closing Bid Price of the Common Stock for the trading day
immediately preceding the last possible date which the Company could have issued
such Warrant to the holder without violating this Section 2.

3. Covenants as to Common Stock. The Company hereby covenants and agrees as
follows:

         (a) This Warrant is, and any Warrants issued in substitution for or
replacement of this Warrant will upon issuance be, duly authorized and validly
issued.

         (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof.

         (c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least one hundred percent (100%) of the number of shares of Common
Stock needed to provide for the exercise of the rights then represented by this
Warrant and the par value of said shares will at all times be less than or equal
to the applicable Warrant Exercise Price. If at any time the Company does not
have a sufficient number of shares of Common Stock authorized and available,
then the Company shall call and hold a special meeting of its stockholders
within sixty (60) days of that time for the sole purpose of increasing the
number of authorized shares of Common Stock.

         (d) If at any time after the date hereof the Company shall file a
registration statement, the Company shall include the Warrant Shares issuable to
the holder, pursuant to the terms of this Warrant and shall maintain, so long as
any other shares of Common Stock shall be so listed, such listing of all Warrant
Shares from time to time issuable upon the exercise of this Warrant; and the
Company shall so list on each national securities exchange or automated
quotation system, as the case may be, and shall maintain such listing of, any
other shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on such
national securities exchange or automated quotation system.

         (e) The Company will not, by amendment of its Articles of Incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. The Company will not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the Warrant
Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.



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         (f) This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets.

4. Taxes. The Company shall pay any and all taxes, except any applicable
withholding, which may be payable with respect to the issuance and delivery of
Warrant Shares upon exercise of this Warrant.

5. Warrant Holder Not Deemed a Stockholder. Except as otherwise specifically
provided herein, no holder, as such, of this Warrant shall be entitled to vote
or receive dividends or be deemed the holder of shares of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

6. Representations of Holder. The holder of this Warrant, by the acceptance
hereof, represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution of this Warrant or the
Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein,
the holder does not agree to hold this Warrant or any of the Warrant Shares for
any minimum or other specific term and reserves the right to dispose of this
Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The holder of
this Warrant further represents, by acceptance hereof, that, as of this date,
such holder is an "accredited investor" as such term is defined in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission
under the Securities Act (an "Accredited Investor"). Upon exercise of this
Warrant the holder shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities laws.



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7. Ownership and Transfer.

         (a) The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant, in which the Company shall record
the name and address of the person in whose name this Warrant has been issued,
as well as the name and address of each transferee. The Company may treat the
person in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events recognizing any transfers made in accordance with the terms of
this Warrant.

8. Adjustment of Warrant Exercise Price and Number of Shares. The Warrant
Exercise Price and the number of shares of Common Stock issuable upon exercise
of this Warrant shall be adjusted from time to time as follows:

         (a) Adjustment of Warrant Exercise Price and Number of Shares upon
Issuance of Common Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than (i) Excluded Securities and (ii) shares of
Common Stock which are issued or deemed to have been issued by the Company in
connection with an Approved Stock Plan or upon exercise or conversion of the
Other Securities) for a consideration per share less than a price (the
"Applicable Price") equal to the Warrant Exercise Price in effect immediately
prior to such issuance or sale, then immediately after such issue or sale the
Warrant Exercise Price then in effect shall be reduced to an amount equal to
such consideration per share. Upon each such adjustment of the Warrant Exercise
Price hereunder, the number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted to the number of shares determined by multiplying the
Warrant Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment.

         (b) Effect on Warrant Exercise Price of Certain Events. For purposes of
determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following shall be applicable:

                  (i) Issuance of Options. If after the date hereof, the Company
         in any manner grants any Options and the lowest price per share for
         which one share of Common Stock is issuable upon the exercise of any
         such Option or upon conversion or exchange of any convertible
         securities issuable upon exercise of any such Option is less than the
         Applicable Price, then such share of Common Stock shall be deemed to be
         outstanding and to have been issued and sold by the Company at the time
         of the granting or sale of such Option for such price per share. For
         purposes of this Section 8(b)(i), the lowest price per share for which
         one share of Common Stock is issuable upon exercise of such Options or
         upon conversion or exchange of such Convertible Securities shall be
         equal to the sum of the lowest amounts of consideration (if any)
         received or receivable by the Company with respect to any one share of
         Common Stock upon the granting or sale of the Option, upon exercise of
         the Option or upon conversion or exchange of any convertible security
         issuable upon exercise of such Option. No further



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         adjustment of the Warrant Exercise Price shall be made upon the actual
         issuance of such Common Stock or of such convertible securities upon
         the exercise of such Options or upon the actual issuance of such Common
         Stock upon conversion or exchange of such convertible securities.

                  (ii) Issuance of Convertible Securities. If the Company in any
         manner issues or sells any convertible securities and the lowest price
         per share for which one share of Common Stock is issuable upon the
         conversion or exchange thereof is less than the Applicable Price, then
         such share of Common Stock shall be deemed to be outstanding and to
         have been issued and sold by the Company at the time of the issuance or
         sale of such convertible securities for such price per share. For the
         purposes of this Section 8(b)(ii), the lowest price per share for which
         one share of Common Stock is issuable upon such conversion or exchange
         shall be equal to the sum of the lowest amounts of consideration (if
         any) received or receivable by the Company with respect to one share of
         Common Stock upon the issuance or sale of the convertible security and
         upon conversion or exchange of such convertible security. No further
         adjustment of the Warrant Exercise Price shall be made upon the actual
         issuance of such Common Stock upon conversion or exchange of such
         convertible securities, and if any such issue or sale of such
         convertible securities is made upon exercise of any Options for which
         adjustment of the Warrant Exercise Price had been or are to be made
         pursuant to other provisions of this Section 8(b), no further
         adjustment of the Warrant Exercise Price shall be made by reason of
         such issue or sale.

                  (iii) Change in Option Price or Rate of Conversion. If the
         purchase price provided for in any Options, the additional
         consideration, if any, payable upon the issue, conversion or exchange
         of any convertible securities, or the rate at which any convertible
         securities are convertible into or exchangeable for Common Stock
         changes at any time, the Warrant Exercise Price in effect at the time
         of such change shall be adjusted to the Warrant Exercise Price which
         would have been in effect at such time had such Options or convertible
         securities provided for such changed purchase price, additional
         consideration or changed conversion rate, as the case may be, at the
         time initially granted, issued or sold and the number of Warrant Shares
         issuable upon exercise of this Warrant shall be correspondingly
         readjusted. For purposes of this Section 8(b)(iii), if the terms of any
         Option or convertible security that was outstanding as of the Issuance
         Date of this Warrant are changed in the manner described in the
         immediately preceding sentence, then such Option or convertible
         security and the Common Stock deemed issuable upon exercise, conversion
         or exchange thereof shall be deemed to have been issued as of the date
         of such change. No adjustment pursuant to this Section 8(b) shall be
         made if such adjustment would result in an increase of the Warrant
         Exercise Price then in effect.

         (c) Effect on Warrant Exercise Price of Certain Events. For purposes of
determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

                  (i) Calculation of Consideration Received. If any Common
         Stock, Options or convertible securities are issued or sold or deemed
         to have been issued or sold for cash, the consideration received
         therefore will be deemed to be the net amount received by the Company
         therefore. If any Common Stock, Options or convertible securities are
         issued or sold for a consideration other than cash, the amount of such
         consideration received by the



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         Company will be the fair value of such consideration, except where such
         consideration consists of marketable securities, in which case the
         amount of consideration received by the Company will be the market
         price of such securities on the date of receipt of such securities. If
         any Common Stock, Options or convertible securities are issued to the
         owners of the non-surviving entity in connection with any merger in
         which the Company is the surviving entity, the amount of consideration
         therefore will be deemed to be the fair value of such portion of the
         net assets and business of the non-surviving entity as is attributable
         to such Common Stock, Options or convertible securities, as the case
         may be. The fair value of any consideration other than cash or
         securities will be determined jointly by the Company and the holders of
         Warrants representing at least two-thirds (b) of the Warrant Shares
         issuable upon exercise of the Warrants then outstanding. If such
         parties are unable to reach agreement within ten (10) days after the
         occurrence of an event requiring valuation (the "Valuation Event"), the
         fair value of such consideration will be determined within five (5)
         Business Days after the tenth (10th) day following the Valuation Event
         by an independent, reputable appraiser jointly selected by the Company
         and the holders of Warrants representing at least two-thirds (b) of the
         Warrant Shares issuable upon exercise of the Warrants then outstanding.
         The determination of such appraiser shall be final and binding upon all
         parties and the fees and expenses of such appraiser shall be borne
         jointly by the Company and the holders of Warrants.

                  (ii) Integrated Transactions. In case any Option is issued in
         connection with the issue or sale of other securities of the Company,
         together comprising one integrated transaction in which no specific
         consideration is allocated to such Options by the parties thereto, the
         Options will be deemed to have been issued for a consideration of $.01.

                  (iii) Treasury Shares. The number of shares of Common Stock
         outstanding at any given time does not include shares owned or held by
         or for the account of the Company, and the disposition of any shares so
         owned or held will be considered an issue or sale of Common Stock.

                  (iv) Record Date. If the Company takes a record of the holders
         of Common Stock for the purpose of entitling them (1) to receive a
         dividend or other distribution payable in Common Stock, Options or in
         convertible securities or (2) to subscribe for or purchase Common
         Stock, Options or convertible securities, then such record date will be
         deemed to be the date of the issue or sale of the shares of Common
         Stock deemed to have been issued or sold upon the declaration of such
         dividend or the making of such other distribution or the date of the
         granting of such right of subscription or purchase, as the case may be.

         (d) Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, any Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the



<PAGE>


number of Warrant Shares issuable upon exercise of this Warrant will be
proportionately decreased. Any adjustment under this Section 8(d) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

         (e) Distribution of Assets. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a "Distribution"), at any time
after the issuance of this Warrant, then, in each such case:

                  (i) any Warrant Exercise Price in effect immediately prior to
         the close of business on the record date fixed for the determination of
         holders of Common Stock entitled to receive the Distribution shall be
         reduced, effective as of the close of business on such record date, to
         a price determined by multiplying such Warrant Exercise Price by a
         fraction of which (A) the numerator shall be the Closing Sale Price of
         the Common Stock on the trading day immediately preceding such record
         date minus the value of the Distribution (as determined in good faith
         by the Company's Board of Directors) applicable to one share of Common
         Stock, and (B) the denominator shall be the Closing Sale Price of the
         Common Stock on the trading day immediately preceding such record date;
         and

                  (ii) either (A) the number of Warrant Shares obtainable upon
         exercise of this Warrant shall be increased to a number of shares equal
         to the number of shares of Common Stock obtainable immediately prior to
         the close of business on the record date fixed for the determination of
         holders of Common Stock entitled to receive the Distribution multiplied
         by the reciprocal of the fraction set forth in the immediately
         preceding clause (i), or (B) in the event that the Distribution is of
         common stock of a company whose common stock is traded on a national
         securities exchange or a national automated quotation system, then the
         holder of this Warrant shall receive an additional warrant to purchase
         Common Stock, the terms of which shall be identical to those of this
         Warrant, except that such warrant shall be exercisable into the amount
         of the assets that would have been payable to the holder of this
         Warrant pursuant to the Distribution had the holder exercised this
         Warrant immediately prior to such record date and with an exercise
         price equal to the amount by which the exercise price of this Warrant
         was decreased with respect to the Distribution pursuant to the terms of
         the immediately preceding clause (i).

         (f) Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 8 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Warrant Exercise
Price and the number of shares of Common Stock obtainable upon exercise of this
Warrant so as to protect the rights of the holders of the Warrants; provided,
except as set forth in section 8(d),that no such adjustment pursuant to this
Section 8(f) will increase the Warrant Exercise Price or decrease the number of
shares of Common Stock obtainable as otherwise determined pursuant to this
Section 8.



<PAGE>




         (g) Notices.

                  (i) Immediately upon any adjustment of the Warrant Exercise
         Price, the Company will give written notice thereof to the holder of
         this Warrant, setting forth in reasonable detail, and certifying, the
         calculation of such adjustment.

                  (ii) The Company will give written notice to the holder of
         this Warrant at least ten (10) days prior to the date on which the
         Company closes its books or takes a record (A) with respect to any
         dividend or distribution upon the Common Stock, (B) with respect to any
         pro rata subscription offer to holders of Common Stock or (C) for
         determining rights to vote with respect to any Organic Change (as
         defined below), dissolution or liquidation, provided that such
         information shall be made known to the public prior to or in
         conjunction with such notice being provided to such holder.

                  (iii) The Company will also give written notice to the holder
         of this Warrant at least ten (10) days prior to the date on which any
         Organic Change, dissolution or liquidation will take place, provided
         that such information shall be made known to the public prior to or in
         conjunction with such notice being provided to such holder.

9. Purchase Rights; Reorganization, Reclassification, Consolidation, Merger or
Sale.

         (a) In addition to any adjustments pursuant to Section 8 above, if at
any time the Company grants, issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of Common Stock (the "Purchase Rights"), then
the holder of this Warrant will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

         (b) Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction in each case which is effected in such a
way that holders of Common Stock are entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "Organic Change." Prior to
the consummation of any (i) sale of all or substantially all of the Company's
assets to an acquiring Person or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such Organic Change (in
each case, the "Acquiring Entity") a written agreement (in form and substance
satisfactory to the holders of Warrants representing at least two-thirds (iii)
of the Warrant Shares issuable upon exercise of the Warrants then outstanding)
to deliver to each holder of Warrants in exchange for such Warrants, a security
of the Acquiring Entity evidenced



<PAGE>


by a written instrument substantially similar in form and substance to this
Warrant and satisfactory to the holders of the Warrants (including an adjusted
warrant exercise price equal to the value for the Common Stock reflected by the
terms of such consolidation, merger or sale, and exercisable for a corresponding
number of shares of Common Stock acquirable and receivable upon exercise of the
Warrants without regard to any limitations on exercise, if the value so
reflected is less than any Applicable Warrant Exercise Price immediately prior
to such consolidation, merger or sale). Prior to the consummation of any other
Organic Change, the Company shall make appropriate provision (in form and
substance satisfactory to the holders of Warrants representing a majority of the
Warrant Shares issuable upon exercise of the Warrants then outstanding) to
insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
Warrant Shares immediately theretofore issuable and receivable upon the exercise
of such holder's Warrants (without regard to any limitations on exercise), such
shares of stock, securities or assets that would have been issued or payable in
such Organic Change with respect to or in exchange for the number of Warrant
Shares which would have been issuable and receivable upon the exercise of such
holder's Warrant as of the date of such Organic Change (without taking into
account any limitations or restrictions on the exercisability of this Warrant).

10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,
stolen, mutilated or destroyed, the Company shall promptly, on receipt of an
indemnification undertaking (or, in the case of a mutilated Warrant, the
Warrant), issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

11. Notice. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Warrant must be in writing and
will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of
receipt is received by the sending party transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:


If to Investor:                     See Investor Schedule I attached


With Copy to:                       Anslow & Jaclin, LLP
                                    195 Route 9 South, Suite 204
                                    Manalapan, New Jersey 07726
                                    Attention:   Gregg Jaclin, Esq.
                                    Telephone:   (732) 409-1212
                                    Facsimile:   (732) 577-1188




<PAGE>



If to the Company, to:              Colmena Corp.
                                    6499 N.W. 9th Ave., Suite 304
                                    Ft. Lauderdale, FL 33309
                                    Attention:  L. Joshua Eikov
                                    Telephone: (954) 670-2300
                                    Facsimile:  (954) 772-9955

With a copy to:                     Jeffrey G. Klein, Esquire
                                    Newman, Pollack & Klein
                                    2600 N. Military Trail, Suite 210
                                    Boca Raton, FL 33431
                                    Telephone: (561) 997-9920
                                    Facsimile: (561) 241-4943


If to a holder of this Warrant, to it at the address and facsimile number set
forth on Exhibit C hereto, with copies to such holder's representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this Warrant. Each party shall
provide five days' prior written notice to the other party of any change in
address or facsimile number. Written confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally recognized overnight delivery service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

12. Date. The date of this Warrant is set forth on page 1 hereof. This Warrant,
in all events, shall be wholly void and of no effect after the close of business
on the Expiration Date, except that notwithstanding any other provisions hereof,
the provisions of Section 8(b) shall continue in full force and effect after
such date as to any Warrant Shares or other securities issued upon the exercise
of this Warrant.

13. Amendment and Waiver. Except as otherwise provided herein, the provisions of
the Warrants may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the holders of Warrants
representing at least two-thirds of the Warrant Shares issuable upon exercise of
the Warrants then outstanding; provided that, except for Section 8(d), no such
action may increase the Warrant Exercise Price or decrease the number of shares
or class of stock obtainable upon exercise of any Warrant without the written
consent of the holder of such Warrant.

14. Descriptive Headings; Governing Law. The descriptive headings of the several
sections and paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Florida, without giving effect to any choice of
law



<PAGE>


or conflict of law provision or rule (whether of the State of Florida or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Florida. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
Broward County and the United States District Court for the District of Florida,
for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

15. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO
ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as
of the date first set forth above.


                                            COLMENA CORP.

                                            By:
                                            Name:    L. Joshua Eikov
                                            Title:   President








<PAGE>



                                   SCHEDULE I


                      SCHEDULE OF BUYERS/INVESTORS/HOLDERS
<TABLE>
<CAPTION>



                                                                                 ADDRESS/FACSIMILE              AMOUNT OF
               NAME                              SIGNATURE                        NUMBER OF HOLDER             SUBSCRIPTIO


<S>                                 <C>                                  <C>                                     <C>
Montgomery Equity Partners, Ltd.    By:      Yorkville Advisors, LLC     101 Hudson Street - Suite 3700           $  200,000
                                    Its:     General Partner             Jersey City, NJ  07303
                                                                         Facsimile:        (201) 985-8266

                                    By:
                                    Name:    Mark  Angelo
                                    Its:     Portfolio Manager

With a copy to:                     David Gonzalez, Esq.                 101 Hudson Street - Suite 3700
                                                                         Jersey City, NJ 07302
                                                                         Facsimile:           (201) 985-8266


Advantage Capital Development       By:                                  2999 N.E. 191st Street, PH2              $  200,000
                                       ------------------------
Corp.
                                    Name:  Jeffrey Sternberg             Aventura, FL 33180
                                    Its:       President                 Facsimile:        (305-692-1832)


With a copy to:                     Gregg Jaclin, Esq.                   195 Route 9 South, Suite 204
                                                                         Manalapan, NJ 07726
                                                                         Facsimile:           (732)  577-1188
</TABLE>





<PAGE>



                              EXHIBIT A TO WARRANT


                                 EXERCISE NOTICE


                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                                  COLMENA CORP.

         The undersigned holder hereby exercises the right to purchase
______________ of the shares of Common Stock ("Warrant Shares") of Colmena
Corp., a Delaware corporation (the "Company"), evidenced by the attached Warrant
(the "Warrant"). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

         1.       Form of Warrant Exercise Price. The Holder intends that
payment of the Warrant Exercise Price shall be made as a "Cash Exercise" with
respect to ______________ Warrant Shares.

         2.       Payment of Warrant Exercise Price. The holder shall pay the
sum of $______________ to the Company in accordance with the terms of the
Warrant.

         3.       Delivery of Warrant Shares. The Company shall deliver to the
holder _________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______


Name of Registered Holder

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------








<PAGE>



                              EXHIBIT B TO WARRANT


                              FORM OF WARRANT POWER

         FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of Colmena Corp., a Delaware
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.


Dated:


                                                  By:
                                                  Name:
                                                  Title: