Agreement to Serve as Corporate Secretary

         This  agreement to serve as corporate  secretary (the  "Agreement")  is
made and entered into by and between  Colmena  Corp.,  a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities  Act  of  1934,  as  amended   ("Colmena"  and  the  "Exchange  Act,"
respectively), and Vanessa H. Lindsey, a Florida resident ("Mrs. Lindsey").

                                    Preamble:

         WHEREAS, Mrs. Lindsey currently serves as Secretary for Colmena; and

         WHEREAS,  Colmena  has  required,  as a  condition  for  service  as an
officer,  that all nominees enter into a form of agreement  that  delineates the
proposed officers's rights, duties and responsibilities; and

         WHEREAS,  the  Parties  agree that this  Agreement  provides  important
directives outlining the duties,  obligations,  responsibilities and rights that
are expected of Colmena's officers and Mrs. Lindsey desires to be an officer and
to serve  thereon in  compliance  with the  requirements  of this  Agreement and
Colmena's bylaws:

         NOW,  THEREFORE,  intending to be legally bound, the Parties agree that
if Mrs.  Lindsey  serves as Secretary for the current year, she will be bound by
the following obligations and shall have the following rights:

                                   Witnesseth:

                                    Article I

                       Term, Renewals, Earlier Termination

1.1      Term.

(A)      Subject to the provisions set forth herein,  the term of this Agreement
         shall be deemed to  commence  immediately  following  Mrs.  Lindsey  's
         election as Colmena's  Secretary by Written  Consent in Lieu of Special
         Meeting of the Board of  Directors  dated  January  12,  1999 and shall
         continue  until  the  latter  of  December  31,  2000 or the  election,
         qualification  and  assumption of office by Mrs.  Lindsey's  successor,
         unless earlier terminated as hereinafter set forth.

(B)      In the event that Mrs.  Lindsey is  reelected  or  otherwise  serves as
         secretary  after  December  31,  2000,  then,  unless  a new  agreement
         pertaining  to her  role as  secretary  is  entered  into  specifically
         superceding the provisions of this  Agreement,  this Agreement shall be
         deemed  continuously  self  renewing  for so long as, or whenever  Mrs.
         Lindsey serves as secretary, with the compensation called for hereunder
         being  duplicated  for the  ensuing  year on terms  modified  solely as
         follows:

        (1)    The term and exercise  period of the new Lindsey Options shall be
               modified to reflect,  as closely as  possible,  terms  materially
               similar to those that applied to the Lindsey Option  described in
               Section 3.1 of this Agreement; and


                                      Page 403
<PAGE>



         (2)   The exercise price shall $0.02.

         (3)   The number of Options shall be prorated  based on the part of the
               year during  which  Mrs.Lindsey  serves and based on the roles in
               which Mrs.  Lindsey  serves as Colmena's  secretary  based on the
               formula hereinafter set forth.

1.2      Earlier Termination.

(A)      Colmena shall have the right to terminate this  Agreement  prior to the
         expiration of its Term,  subject to the  provisions of Section 1.3, for
         the following reasons:

         (1)      For Cause:

                  (a)  Colmena may terminate Mrs. Lindsey 's rights under this
                       Agreement at any time for cause.

                  (b)  Such  termination  shall be evidenced by written notice
                       thereof to Mrs.  Lindsey , which  notice  shall  specify
                       the cause for termination.

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

                           (i)      The  inability  of Mrs.  Lindsey  ,  through
                                    sickness or other  incapacity,  to discharge
                                    his duties  under this  Agreement  for 30 or
                                    more  consecutive  days or for a total of 45
                                    or  more   days  in  a  period   of   twelve
                                    consecutive months;

                           (ii)     Dishonesty; theft; or conviction  of a crime
                                    involving  moral turpitude;

                           (iii)    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  continued  for five
                                    days after written notice of such default or
                                    breach.

         (2)      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.

         (3)      Death:

                  This Agreement shall terminate  immediately on Mrs. Lindsey 's
                  death; however, all accrued compensation at such time shall be
                  promptly paid to Mrs. Lindsey 's estate.

1.3      Final Settlement.

         Upon  termination of this Agreement and payment to Mrs.  Lindsey of all
amounts due her hereunder,  Mrs. Lindsey or her 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.


                                      Page 404
<PAGE>



                                   Article II

                       Performance of Duties as a Director

2.1      Performance of Duties

(A)      Mrs.  Lindsey shall  perform her duties as  secretary,  pursuant to the
         requirements set forth in Colmena's  certificate of  incorporation  and
         bylaws (its  "Constituent  Documents"),  in good faith, in a manner she
         reasonably  believes to be in the best  interests of Colmena,  and with
         such care as is legally  required for  secretary  under the laws of the
         State  of  Delaware  and the  United  States  Securities  and  Exchange
         Commission,  (the  "Commission")  unless a higher  standard  of care is
         specified in Colmena's Constituent Documents.

(B)      In  performing  her duties,  Mrs.  Lindsey shall be entitled to rely on
         information,  opinions,  reports  or  statements,  including  financial
         statements and other financial data, in each case prepared or presented
         by:

         (1)   One or more  officers or employees  of Colmena whom Mrs.  Lindsey
               reasonably  believes to be reliable and  competent in the matters
               presented;

         (2)   Legal counsel,  public accountants or other persons as to matters
               which Mrs. Lindsey reasonably believes to be within such persons'
               professional or expert competence; or

         (3)   A committee of Colmena's  board of directors  upon which she does
               not serve,  duly  designated  in  accordance  with a provision of
               Colmena's  certificate of incorporation or bylaws,  as to matters
               within its designated  authority,  which  committee Mrs.  Lindsey
               reasonably believes to merit confidence.

(C)      Mrs.  Lindsey shall not be considered to be acting in good faith if she
         has knowledge  concerning  the matter in question that would cause such
         reliance described in Section 2.1(B) to be unwarranted.

(D)      If Mrs.  Lindsey is  requested  to provide  comments  on any  corporate
         matters  through a written  request  delivered  by hand,  mail,  fax or
         e-mail,  then,  unless  she  affirmatively  provides  written  comments
         thereto  or  specifies  in a  written  response  that she is  unable or
         unwilling to provide  comments  thereto,  she shall be presumed to have
         approved the matter as accurate,  complete and not  misleading,  and if
         she has  indicated her  inability or  unwillingness  to comment on more
         than three  occasions  within any fiscal year, she shall be presumed to
         have refused to perform her duties as secretary in a manner  justifying
         her removal therefrom for cause under this Agreement.

2.2      Conflicts of Interest

(A)      Neither  Mrs.  Lindsey nor any  affiliate  thereof  will enter into any
         contract  or other  transaction  with  Colmena  unless the fact of such
         relationship  or interest is disclosed  or known to Colmena's  board of
         directors  or  committee  which  authorizes,  approves or ratifies  the
         contract  or  transaction  and  it is  approved  by a vote  or  consent
         sufficient for the purpose without counting the vote or consent of Mrs.
         Lindsey ; and, if  stockholder  approval is required,  the fact of such
         relationship  or interest  is  disclosed  or known to the  stockholders
         entitled to vote and they authorize, approve or ratify such contract or
         transaction by vote or written consent.

2.3      Performance and Attendance

(A)      Mrs.  Lindsey  shall use her best  efforts to  participate  in a timely
         manner  in  all  meetings  of  Colmena's   board  of  directors  or  of
         committees,  and if  unavailable  in person,  to make  arrangements  to
         participate by teleconference or other legally available means.


                                      Page 405
<PAGE>



(B)      Mrs.  Lindsey shall be responsible,  together with the other members of
         the board of directors,  for review and approval prior to filing of all
         data that  Colmena is  required to file with the  Commission,  with the
         United  States  Internal  Revenue  Service  (the  "Service")  and  with
         comparable state and local agencies.

2.4      Resignation

         Mrs.  Lindsey may resign at any time by  providing  Colmena's  board of
directors with written notice indicating the Secretary's intention to resign and
the effective  date  thereof.;  provided,  however,  that  resignation,  whether
voluntary or presumptive (as provided above) shall result in a forfeiture of all
rights to compensation under this Agreement,  other than as to compensation that
has accrued pursuant to the provisions of this Agreement.

                                   Article III
                                  Compensation

3.1      Secretary's Plan Options

(A)      Mrs.  Lindsey is hereby granted an option to purchase  24,000 shares of
         Colmena's  common stock,  exercisable  beginning on January 1, 2001 and
         ending on December 31, 2002,  unless extended,  at an exercise price of
         $0.02 per share.

(B)      The securities to be 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 regula tions 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;

         (1)   Mrs.  Lindsey 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);

         (2)   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;

         (3)   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;

         (4)   Mrs. Lindsey is acquiring the Securities for her own account, for
               investment  purposes only, and not with a view to further sale or
               distribution; and

         (5)   Mrs. Lindsey or her advisors have examined information concerning
               Colmena  contained  on the  Commission's  Internet  web  site  at
               www.sec.gov,  in the EDGAR  archives,  as well as Colmena's books
               and records and have questioned  Colmena's officers and directors
               as to  such  matters  involving  Colmena  as she  or  she  deemed
               appropriate.


                                      Page 406

<PAGE>

(C)       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
          Mrs.  Lindsey of such intent at least 15  business  days prior to such
          filing, and shall, if requested by her, include any shares theretofore
          issued  upon  exercise  of  the  Options  in  such   registration   or
          notification  statement,  provided that Mrs.  Lindsey  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; and,
          provided  further  that,  the  inclusion  of such  securities  in such
          notification   or   registration   statement  is  not  deemed  by  any
          participating  underwriter to be detrimental to a proposed offering of
          Colmena's  securities  to the public or to the price or  liquidity  of
          Colmena's publicly held securities.

3.2     Contingent Compensation

         In  addition  to the  compensation  described  above and in Section 3.1
(unless  comparable  compensation  is provided for under the terms of a separate
employment or consulting agreement):

(A)      In the event that Mrs. Lindsey arranges or provides funding for Colmena
         on terms more  beneficial  than those  reflected in  Colmena's  current
         principal  financing  agreements,  copies of which are  included  among
         Colmena's  records  available  through the SEC's  EDGAR web site,  Mrs.
         Lindsey shall be entitled, at her election, to either:

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

         (2)      If equity  funding is  provided  through  Mrs.  Lindsey 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

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

(B)      In the event that Mrs. Lindsey generates business for Colmena, then, on
         any sales  resulting  therefrom,  Mrs.  Lindsey  shall be entitled to a
         commission equal to 5% of the net income derived by Colmena  therefrom,
         on a continuing basis.

3.3      Indemnification.

         Colmena will defend,  indemnify and hold Mrs. Lindsey harmless from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by her in good faith on behalf of  Colmena,  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
Mrs. Lindsey to incur any out of pocket expenses;  provided,  however, that Mrs.
Lindsey permits  Colmena to select and supervise all personnel  involved in such
defense  and that Mrs.  Lindsey  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.

                                      Page 407
<PAGE>
                                  Article Four
                                Special Covenants

4.1      Confidentiality.

         (1)   Mrs. Lindsey  acknowledges that, in and as a result of her duties
               hereunder,  she 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 funding sources;  consequently,
               as  material  inducement  to the  entry  into this  Agreement  by
               Colmena,  Mrs. Lindsey hereby covenants and agrees that she shall
               not, at anytime during or following the terms of her service as a
               member of Colmena's  board of directors,  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 her as a result of her association  with Colmena,
               or Colmena's affiliates.

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

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

(A)      Mrs. Lindsey  hereby consents to the issuance of a permanent injunction
         enjoining  her 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   enforcement  of  such   injunction,   Mrs.  Lindsey  hereby
         covenants  and agrees to pay over to Colmena, in the event she violates
         the  covenants  and  agreements  contained in  Section 4.2 hereof,  the
         greater of:

         (1)   Any payment or  compensation  of any kind received by her because
               of such violation before the issuance of such injunction, or

         (2)   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.

                                    Page 408
<PAGE>

4.3      Cumulative Remedies.

         Mrs. Lindsey 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.

          Mrs. Lindsey hereby represents, warrants and acknowledges that she 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, other directors and employees;  consequently,  in
     the  event  that  any of the  above-described  restrictions  shall  be held
     unenforceable by any court of competent  jurisdiction,  Mrs. Lindsey hereby
     covenants,  agrees  and  directs  such  court to  substitute  a  reasonable
     judicially  enforceable  limitation  in  place  of  any  limitation  deemed
     unenforceable  and,  Mrs.  Lindsey  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,   Mrs.  Lindsey  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.

         Mrs.  Lindsey hereby  covenants and agrees that she will not do any act
or incur any obligation on behalf of Colmena 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

         Mrs.  Lindsey hereby  irrevocably  covenants and agrees that during the
term of this Agreement and after its  termination,  she 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 Colmena, its constituent members, or their
officers,  directors,  stockholders,  employees,  agent or  affiliates,  whether
related to the business of Colmena, to other business or financial matters or to
personal matters.

                                    Article V
                  Agreement to Comply with Legal Restrictions.

5.1      Colmena Securities.

(A)      Mrs.  Lindsey  is the  record  and  beneficial  owner  of  the  Colmena
         securities shown on the signature page hereto, which at the date hereof
         are free and clear of any  liens,  claims,  options,  charges  or other
         encumbrances;  does not beneficially  own any other Colmena  securities
         and, has full power and authority to make, enter into and carry out the
         terms of this Agreement.

(B)      Mrs.  Lindsey agrees that any Colmena  securities that she purchases or
         with  respect  to which she  otherwise  acquires  record or  beneficial
         ownership after the date of this Agreement  ("New Colmena  Securities")
         shall be subject to the terms and  conditions of this  Agreement to the
         same extent as if they were owned prior to the date of this Agreement.


                                    Page 409

<PAGE>

(C)      Mrs. Lindsey has full power and authority to execute this Agreement, to
         make the representations, warranties and covenants herein contained and
         to perform Secretary's obligations hereunder.

(D)      Mrs.  Lindsey  has no  present  plan or  intention  (a "Plan") to sell,
         transfer,  exchange, pledge or otherwise dispose of, including by means
         of a distribution by a partnership to its partners, or a corporation to
         its stockholders, or any other transaction which results in a reduction
         in the  risk of  ownership  (any  of the  foregoing  being  hereinafter
         referred to generically  as a "Sale") of any of the Colmena  securities
         that Mrs. Lindsey currently owns or may acquire during the term of this
         Agreement,  or  any  securities  that  may be  paid  as a  dividend  or
         otherwise  distributed  thereon  with  respect  thereto  or  issued  or
         delivered in exchange or substitution therefor.

(E)      If any of Mrs. Lindsey 's representations in this Agreement cease to be
         true at any  during  the  term of this  Agreement,  Mrs.  Lindsey  will
         deliver  to  Colmena's  general  counsel  a written  statement  to that
         effect, specifying the nature of the change signed by Mrs. Lindsey .

5.2      Transfer or Encumbrance.

(A)      Mrs.  Lindsey  agrees  not  to  transfer,  sell,  exchange,  pledge  or
         otherwise dispose of or encumber Mrs.  Lindsey's Colmena  securities or
         any New Colmena  Securities  acquired or to make any offer or agreement
         relating  thereto during the time that Mrs. Lindsey serves as Colmena's
         secretary and for an additional  period of 90 days thereafter (the term
         of this agreement), except:

         (1)      During such periods following the filing by Colmena of reports
                  with  the  Securities  and  Exchange   Commission  as  may  be
                  determined by the regulatory compliance committee of Colmena's
                  board of directors to provide currency of information required
                  to avoid  violation of  restrictions  under the Securities Act
                  and the Exchange Act against trading on inside information.

         (2)      In full compliance with the requirements of:

                (a) Rule  144  promulgated  by the  Commission  under  authority
                    granted by the Securities Act;

                (b) Sections  13D  and  16(a)  of the  Exchange  Act,  including
                    requirements pertaining to timely filing of Commission Forms
                    3, 4 and 5 or Schedule 13-D; and

         (3)      In full compliance with the procedures  established by Colmena
                  (including  requirements  imposed upon its transfer  agent) to
                  assure compliance with the foregoing.

(B) No  transactions  permitted  pursuant  to Section  5.2(A)  shall be effected
until:

         (1)      Legal counsel  representing  Mrs. Lindsey (which legal counsel
                  is  reasonably  satisfactory  to Colmena),  shall have advised
                  Colmena in a written  opinion letter  satisfactory  to Colmena
                  and Colmena's  legal  counsel,  and upon which Colmena and its
                  legal  counsel  may  rely,  that  no  registration  under  the
                  Securities  Act  would  be  required  in  connection  with the
                  proposed  sale,  transfer  or other  disposition  and that all
                  requirements under the Exchange Act, including Sections 13 and
                  16 thereof have been complied with; or


                                    Page 410
<PAGE>

         (2)      A  registration  statement  under the  Securities Act covering
                  Colmena's Stock proposed to be sold,  transferred or otherwise
                  disposed of,  describing  the manner and terms of the proposed
                  sale, transfer or other disposition,  and containing a current
                  prospectus,  shall  have been filed  with the  Securities  and
                  Exchange  Commission  (the  "Commission")  and made  effective
                  under the Securities Act; or

         (3)      An  authorized  representative  of the  Commission  shall have
                  rendered  written advice to Mrs.  Lindsey (sought by Secretary
                  or  Secretary's  legal  counsel,  with a copy  thereof and all
                  other  related  communications  delivered  to  Colmena) to the
                  effect that the Commission  would take no action,  or that the
                  staff  of  the   Commission   would  not  recommend  that  the
                  Commission  take any  action,  with  respect  to the  proposed
                  disposition if consummated; or

         (4)      Colmena's   general   counsel   and   president   shall   have
                  specifically  consented to the  transaction in wiring pursuant
                  to  authority  delegated  in  a  specific  resolution  of  the
                  regulatory affairs committee of Colmena's board of directors.

(C)

          Mrs.   Lindsey  also   understands   and  agrees  that  stop  transfer
          instructions will be given to Colmena's transfer agent with respect to
          certificates  evidencing her Colmena securities and that there will be
          placed on the certificates  evidencing her Colmena  securities legends
          stating in substance:  "The securities represented by this certificate
          were issued without  registration under the Securities Act of 1933, as
          amended,  or  comparable  state laws in reliance on the  provisions of
          Section  4(1),  3(b) or 4(2) of such  act,  and  comparable  state law
          provisions or they have been held by a person deemed a control  person
          under Commission Rule 144 and subject to reporting  obligations  under
          Section  13D of the  Exchange  Act and to  reporting  obligations  and
          trading  restrictions  under Section 16(a) of the Exchange Act.  These
          securities may not be transferred  pledged or hypothecated unless they
          are first registered under applicable federal,  state or foreign laws,
          or the transaction is demonstrated to be exempt from such requirements
          to the Company's  satisfaction,  and, all required reports  pertaining
          thereto,  including  Commission  Forms 3, 4, 5 and 144 and  Commission
          Schedule 13D have been filed with the Commission."

5.3      No Proxy Solicitations.

         Mrs. Lindsey will not, and will not permit any entity under her control
         to:

(A)      Solicit proxies or become a "participant" in a "solicitation"  (as such
         terms are  defined  in  Regulation  14A under  the  Exchange  Act) with
         respect to any meetings of Colmena's stockholders;

(B)      Initiate  a  stockholders'  vote  or  action  by  consent  of  Colmena
         stockholders with respect to any stockholders action; or

(C)      Become a member of a "group" [as such term is used in Section 13(d) of
         the Exchange Act] with respect to any voting securities of Colmena.



                                      Page 411
<PAGE>


5.4      No Limitation on Discretion.

         This  Article  is  intended  solely  to apply to the  exercise  by Mrs.
Lindsey in her  individual  capacity of rights  attaching  to  ownership  of the
Colmena  securities  and nothing herein shall be deemed to apply to, or to limit
in any manner the  discretion of Mrs.  Lindsey with respect to, any action which
may be taken or omitted by her acting in her  fiduciary  capacity as a member of
Colmena's board of directors or any committee thereof.

                                   Article VI
                                  Miscellaneous

6.1      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 Mrs. Lindsey :
               At the contact information provided in Section 6.20

                                   To Colmena:

                                  Colmena Corp.
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
            Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail
                             carrington@flinet.com;
             Attention: Anthony Q. Joffe, President; with a copy to

                                 General Counsel
                                  Colmena Corp.
        1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352)
                      694-6714, Fax (352) 694-9178; and to

                           The Yankee Companies, Inc.
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                         e-mail carrington@flinet.com;
                   Attention: Leonard Miles Tucker, President

         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  the Yankee Companies, Inc., a
                  Florida   corporation   ("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.

                                    Page 412

<PAGE>


         (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.

         (3)      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 modifications on behalf
                  of Colmena,  from  representing  anyone  other than Colmena in
                  this transaction.

6.2      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.

6.3      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.

6.4      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.

6.5      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.

6.6      Governing Law.

         This  Agreement  shall be governed by and  construed,  interpreted  and
enforced in  accordance  with the laws of the State of Delaware,  except for any
choice of law  provisions  that would  result in the  application  of the law of
another jurisdiction, and except for laws involving the fiduciary obligations of
Colmena's officers and Director-Nominees,  which shall be governed under Florida
law.

                                    Page 413

<PAGE>

6.7      Third Party Reliance.

         Legal counsel to and  accountants  for the Parties shall be entitled to
rely upon this Agreement.

6.8      Venue.

         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.

6.9      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,   proceedings   and   appeals,   whether  or  not  formal
         proceedings are initiated.

(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 Mrs. Lindsey .

               (b)  The mediation efforts shall be concluded within ten business
                    days after their initiation  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 Mrs. Lindsey .

         (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.

6.10     Benefit of Agreement.

(A)      This Agreement may not be assigned by Mrs.  Lindsey  without the prior
         written consent of Colmena.


                                      Page 414
<PAGE>



(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.

6.11     Interpretation.

(A)      The words "include,"  "includes" and "including" when used herein shall
         be  deemed  in  each  case  to  be  followed  by  the  words   "without
         limitation."

(B)      The headings  contained in this  Agreement are for  reference  purposes
         only and shall not affect in any way the meaning or  interpretation  of
         this Agreement.

(C)      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.

(D)      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.

(E)      The Parties agree that they have been represented by counsel during the
         negotiation and execution of this Agreement and,  therefore,  waive the
         application  of any law,  regulation,  holding or rule of  construction
         providing  that  ambiguities  in an agreement or other document will be
         construed against the party drafting such agreement or document.

6.12     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.

6.13     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.

6.14     Status.

         Nothing in this  Agreement  shall be construed or shall  constitute  an
agency, employment, partnership, joint venture relationship.

6.15     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.


                                    Page 415
<PAGE>


6.16     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.

6.17     Waiver.

         No waiver by any party hereto of any  condition or of any breach of any
provision of this Agreement  shall be effective  unless in writing and signed by
each party hereto.

6.18     Indemnification.

(A)      Each Party hereby  irrevocably  agrees to indemnify  and hold the other
         Parties  harmless from any and all liabilities  and damages  (including
         legal or other expenses incidental  thereto),  contingent,  current, or
         inchoate  to which  they or any one of them  may  become  subject  as a
         direct,  indirect  or  incidental  consequence  of  any  action  by the
         indemnifying   Party  or  as  a  consequence  of  the  failure  of  the
         indemnifying  Party to act,  whether  pursuant to  requirements of this
         Agreement or otherwise.

(B)      In the event it becomes  necessary to enforce this indemnity through an
         attorney,  with or without  litigation,  the successful  Party shall be
         entitled to recover from the  indemnifying  Party,  all costs  incurred
         including  reasonable  attorneys'  fees  throughout  any  negotiations,
         trials or appeals, whether or not any suit is instituted.

6.19     Consultation with Counsel.

         Mrs.  Lindsey has  carefully  read this  Agreement  and  discussed  its
requirements and other applicable  limitations upon the sale,  transfer or other
disposition of Colmena securities to the extent she felt necessary, with her own
legal counsel.

6.20     Information Concerning Mrs. Lindsey 's Share Ownership.

(A)      Colmena securities beneficially owned by Mrs. Lindsey:

         (1)   __0________ shares of Colmena common stock; and

         (2)   __54,000__  shares of Colmena  common stock  subject to options,
               warrants or other rights; and

         (3)   ___0________ other Colmena securities,  as specifically described
               in exhibit 6.20 annexed hereto and made a part hereof, if any.

(B)      (1)   Domicile Address: 340 SE 55th Avenue; Ocala,  Florida  34471
                               Street address        City            Zip code

         (3)   Telephone, fax and e-mail: 352-694-9182


                                      Page 416
<PAGE>


         In Witness Whereof, Mrs. Lindsey and Colmena have caused this Agreement
to be executed by themselves or their duly authorized  respective officers,  all
as of the last date set forth below:

Signed, sealed and delivered
         In Our Presence:

/s/ Sally Ann Stroberg

/s/ George Franjola                                  /s/  Vanessa H. Lindsey

Dated:   January 12, 2000

                                                Colmena Corp.

/s/ Sally Ann  Stroberg

/s/ George Franjola                By /s/ Anthony Q. Joffe, President
         (Corporate Seal)
                                       Attest: /s/ Vanessa H. Lindsey, Secretary
Dated:   January 12, 2000




                                      Page 417