CONVERTIBLE PROMISSORY NOTE

$100,000.00                                             Fort Lauderdale, Florida

                                                                 October 1, 1998

         FOR VALUE RECEIVED,  the undersigned  Colmena  Corporation,  a Delaware
corporation  (the  "Maker"  or  "Colmena")  promises  to pay to the order of SBV
Holding,  Inc., a Delaware corporation (the "Holder"),  at Fort Lauderdale,  One
Hundred Thousand ($100,000.00) Dollars,  together with interest thereon from the
above date until  maturity,  at an interest rate of ten (10%) percent per annum.
Maker,  at the date hereof,  is indebted to Holder in the amount of  $82,500.00.
Such indebtedness  shall be combined with the $17,500.00 paid by Maker to Holder
on the date hereof and this Note shall  represent  all amounts owned by Maker to
Holder as of this date.

         The entire principal balance shall be due and payable on or before July
30, 1999.

         On or before the maturity  date,  the Holder may convert,  from time to
time,  any  portion of the  principal  balance  into  shares of Common  Stock of
Colmena (based upon the conversion price of $.40 per share.)

         If default be made in the  payment of interest or in the payment of the
balance of principal and interest,  and such default shall continue  uncorrected
for ten (10) days after notice thereof to the  undersigned,  then, at the option
of the Holder, the entire amount of unpaid principal,  together with all accrued
interest provided for herein, shall immediately become due and payable,  without
presentment,  demand,  protest or  notice.,  all of which are  hereby  expressly
waived.  Failure of the Holder to exercise any option hereinabove provided shall
not  constitute  a waiver of the right to exercise  the same in the event of any
subsequent default. All sums which shall not be paid when due, whether principal
or  interest,  shall  bear  interest  until paid at the rate of  eighteen  (18%)
percent per annum.

         Colmena hereby waives presentment for payment,  protest,  and notice of
protest and of  nonpayment  and consents to any number of renewals or extensions
of time of payment  hereof.  Any such renewals or extensions may be made without
notice to the  undersigned and without in any way affecting the liability of the
undersigned.

         The prevailing party hereby agrees to pay all  out-of-pocket  costs and
expenses including  reasonable  attorneys' fees,  incurred by the other party in
connection with the collection of the indebtedness  evidenced by this Note or in
enforcing any of the rights, powers,  remedies and privileges hereunder. As used
in this  Note,  the term  "attorneys'  fees shall mean  reasonable  charges  and
expenses for legal services  rendered to or on behalf of the party in connection
with the  collection  of the  indebtedness  evidenced  by this  Note at any time
whether prior to the commencement of judicial  proceedings  and/or thereafter at
the trial and/or  appellate  legal and/or pre and  post-judgement  or bankruptcy
proceedings.

         This Note has been  delivered in Broward  County,  Florida and is to be
construed  and enforced  according to, and governed by, the laws of the State of
Florida.

                                      COLMENA CORPORATION , a Delaware
                                      Corporation, Maker

                                      By:/s/ Richard C. Peplin, Jr.

                                      Name:  Richard C. Peplin, Jr.

                                      Its:  President


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