Employment Agreement

     This  Employment  Agreement (the  "Agreement") is entered into by and among
Anthony Q. Joffe, an individual  residing in the State of Florida ("Mr. Joffe");
Colmena Corp., a Delaware  publicly held  corporation with a class of securities
registered  under  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
amended ("Colmena" and the "Exchange Act," respectively,  Colmena and all of its
subsidiaries,   whether  current  or  subsequently  formed  or  acquired,  being
collectively  hereinafter  referred to as the  "Consolidated  Corporation,"  and
Colmena  and  Mr.  Joffe  being  sometimes  hereinafter  collectively  to as the
"Parties" or generically as a "Party".

                                    Preamble:

     WHEREAS, Richard C. Peplin, Jr. has resigned as Colmena's president and has
advised its board of directors that in light of his resignation,  Colmena should
consider  retaining  a  president  more  experienced  in matters  involving  the
securities industry, public finance and securities regulatory requirements; and

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

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

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

     WHEREAS,  Mr. Joffe is  agreeable to serving as Colmena's  president on the
terms and conditions hereinafter set forth:

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination

1.1      Term.

         Subject to the  provisions  set forth herein,  the term of Mr.  Joffe's
employment  hereunder  shall be deemed to commence  on May 4, 1999 and  continue
until  May 3,  2000,  unless  extended  or  earlier  terminated  by  Colmena  as
hereinafter set forth.

                                      Page 418
<PAGE>

1.2      Renewals.

         This Agreement shall be renewed automatically,  after expiration of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 60th day
prior to termination of the then current term.

1.3      Earlier Termination.

         Colmena shall have the right to terminate  this Agreement  prior to the
expiration of its Term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:

(a)  For Cause:

         (1)   Colmena  may  terminate  the  President's  employment  under this
               Agreement at any time for cause.

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

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

               (A)  The  inability  of Mr.  Joffe,  through  sickness  or  other
               incapacity,  to discharge his duties under this  Agreement for 21
               or more  consecutive  days or for a total of 45 or more days in a
               period of twelve consecutive months;

               (B)  The  refusal  of Mr.  Joffe  to  follow  the  directions  of
               Colmena's board of directors;

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

               (D)  Material  default  in the  performance  of his  obligations,
               services or duties  required  under this  Agreement or materially
               breach of any  provision  of this  Agreement,  which  default  or
               breach has continued  for five days after written  notice of such
               default or breach.

(b)  Discontinuance of Business:

     In the  event  that  Colmena  discontinues  operating  its  business,  this
Agreement  shall  terminate  as of the last day of the  month on which it ceases
operation  with the same  force and effect as if such last day of the month were
originally  set  as the  termination  date  hereof;  provided,  however,  that a
reorganization of Colmena shall not be deemed a termination of its business.

(c)  Death:

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


                                      Page 419
<PAGE>


1.4    Final Settlement

       Upon termination of this Agreement and payment to Mr.Joffe of all amounts
due him hereunder,  Mr. Joffe or his representative shall execute and deliver to
the terminating  entity on a form prepared by the terminating  entity, a receipt
for such sums and a release of all  claims,  except such claims as may have been
submitted pursuant to the terms of this Agreement and which remain unpaid,  and,
shall forthwith tender to Colmena all records,  manuals and written  procedures,
as may be desired by it for the continued conduct of its business.

                                   Article Two
                               Scope of Employment

2.1    Retention.

     Colmena   hereby  hires  Mr.  Joffe  and  Mr.  Joffe  hereby  accepts  such
employment,  in accordance  with the terms,  provisions  and  conditions of this
Agreement.

2.2       General Description of Duties.

(a)  Mr. Joffe shall be employed as the  president of Colmena and shall  perform
     the duties associated with the position of president by Colmena's bylaws.

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

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

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

                  (B)      The investment community;

                  (C)      Colmena's security holders;

         (2)   Be  responsible   for  supervision  of  all  of  Colmena's  other
               officers;

         (3)   Be responsible for Colmena's compliance with all applicable laws,
               including federal, state and local securities laws and tax laws;

         (4)   Be responsible for supervision of Colmena's subsidiaries; and

         (5)   Perform  such other  duties as are  assigned to him by  Colmena's
               board of  directors,  subject to compliance  with all  applicable
               laws and fiduciary obligations.

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


                                      Page 420
<PAGE>

2.3      Status.

(a)  Mr. Joffe shall serve as an employee of Colmena but shall have no authority
to act as an  agent  thereof,  or to  bind  Colmena  or  its  subsidiaries  as a
principal or agent thereof,  all such  functions  being reserved to its board of
directors in compliance with the requirements of its constituent documents.

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

(c)  Mr. Joffe hereby  represents  and warrants to Colmena that he is subject to
no legal, self regulatory organization (e.g., National Association of Securities
Dealers,  Inc.'s  bylaws) or  regulatory  impediments  to the  provision  of the
services called for by this Agreement,  or to receipt of the compensation called
for under this  Agreement  or any  supplements  thereto;  and,  Mr. Joffe hereby
irrevocably  covenants  and  agrees to  immediately  bring to the  attention  of
Colmena any facts  required to make the  foregoing  representation  and warranty
continuously accurate throughout the term of this Agreement,  or any supplements
or extensions thereof.

2.4      Exclusivity.

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

2.5      Limitations on Services

(a)  The Parties  recognize that certain  responsibilities  and  obligations are
imposed by federal and state  securities  laws and by the  applicable  rules and
regulations of stock exchanges,  the National Association of Securities Dealers,
Inc.,   in-house  "due  diligence"  or  "compliance"   departments  of  Licensed
Securities Firms, etc.; accordingly, Mr. Joffe agrees that he will not:

         (1)      Release any financial or other  material  information  or data
                  about Colmena  without the prior written  consent and approval
                  of Colmena's General Counsel;

         (2)      Conduct any meetings with financial analysts without informing
                  Colmena's General Counsel and board of directors in advance of
                  the proposed meeting and the format or agenda of such meeting.

(b)  In any  circumstances  where Mr.  Joffe is  describing  the  securities  of
Colmena  to a  third  party,  Mr.  Joffe  shall  disclose  to  such  person  any
compensation  received from Colmena to the extent  required under any applicable
laws,  including,  without  limitation,  Section 17(b) of the  Securities Act of
1933, as amended.

(c)  In rendering his services,  Mr. Joffe shall not disclose to any third party
any  confidential  non-public  information  furnished  by  Colmena  or  American
Internet or otherwise  obtained by it with respect to Colmena,  except on a need
to know basis,  and in such case,  subject to appropriate  assurances  that such
information shall not be used, directly or indirectly,  in any manner that would
violate  state  or  federal   prohibitions   on  insider  trading  of  Colmena's
securities.


                                      Page 421
<PAGE>





(d)  Mr. Joffe shall not take any action which would in any way adversely affect
the reputation, standing or prospects of Colmena or which would cause Colmena to
be in violation of applicable laws.

                                  Article Three
                                  Compensation

3.1      Compensation.

         As  consideration  for Mr. Joffe's services  to Colmena Mr. Joffe shall
     be entitled to:

(a)      (1)   200,000 shares of Colmena's common stock, provided that:

                  (a)    He remains in the employ of Colmena for a period of not
                         less than 365 consecutive days;

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

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

         (2)   Mr. Joffe hereby represents, warrants, covenants and acknowledges
               that:

               (A)  The  securities  being  issued as  compensation  under  this
                    Agreement   (the   "Securities")   will  be  issued  without
                    registration  under  the  provisions  of  Section  5 of  the
                    Securities  Act  or  the  securities   regulatory  laws  and
                    regulations  of the State of  Florida  (the  "Florida  Act")
                    pursuant to exemptions  provided pursuant to Section 4(6) of
                    the Act and comparable provisions of the Florida Act;

               (B)  Mr. Joffe shall be responsible  for preparing and filing any
                    reports  concerning this transaction with the Commission and
                    with  Florida  Division  of  Securities,  and payment of any
                    required filing fees (none being expected);

               (C)  All of the Securities  will bear legends  restricting  their
                    transfer,  sale,  conveyance  or  hypothecation  unless such
                    Securities  are either  registered  under the  provisions of
                    Section  5 of the Act  and  under  the  Florida  Act,  or an
                    opinion   of  legal   counsel,   in  form  and  sub   stance
                    satisfactory  to legal  counsel to Colmena  is  provided  to
                    Colmena's   General   Counsel  to  the   effect   that  such
                    registration  is not  required  as a  result  of  applicable
                    exemptions therefrom;

               (D)  Colmena's transfer agent shall be instructed not to transfer
                    any of the Securities unless the General Counsel for Colmena
                    advises  it that such  transfer  is in  compliance  with all
                    applicable laws;

                                      Page 422
<PAGE>



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

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

         (3)      In the event that Colmena files a registration or notification
                  statement  with  the   Commission  or  any  state   securities
                  regulatory  authorities  registering  or qualifying any of its
                  securities  for sale or resale to the  public as free  trading
                  securities,  it will notify Mr.  Joffe of such intent at least
                  15 business days prior to such filing, and shall, if requested
                  by him, include any shares theretofore issued upon exercise of
                  the Options in such  registration or  notification  statement,
                  provided that Mr. Joffe cooperates in a timely manner with any
                  requirements   for  such   registration  or  qualification  by
                  notification, including, without limitation, the obligation to
                  provide complete and accurate information therefor.

(b)  In addition to the compensation described above:

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

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

                  (B)    If equity funding is provided  through Mr. Joffe or any
                    affiliates  thereof, a discount of 5% from the bid price for
                    the subject equity securities,  if they are issuable as free
                    trading securities, or, a discount of 25% from the bid price
                    for the subject equity  securities,  if they are issuable as
                    restricted  securities  (as the term  restricted is used for
                    purposes of SEC Rule 144); and

                  (C)    If equity  funding  is  arranged  for the  Consolidated
                    Corporation by Mr. Joffe and Colmena is not obligated to pay
                    any other  source  compensation  in  conjunction  therewith,
                    other than the normal commissions  charged by broker dealers
                    in securities in compliance with the compensation guidelines
                    of the NASD, the Mr. Joffe shall be entitled to a bonus in a
                    sum equal to 5% of the net proceeds of such funding.

         (2)      In the  event  that  Mr.  Joffe  generates  business  for  the
                  Consolidated   Corporation,   then,  on  any  sales  resulting
                  therefrom,  Mr. Joffe shall be entitled to a commission  equal
                  to  5%  of  the  net  income   derived  by  the   Consolidated
                  Corporation therefrom, on a continuing basis.

3.2      Benefits

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


                                      Page 423
<PAGE>



3.3  Indemnification.

     Colmena  will  defend,  indemnify  and hold  Mr.  Joffe  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 him in good  faith  on  behalf  of the  Consolidated  Corporation,  its
affiliates  or for other  persons  or  entities  at the  request of the board of
directors  of  Colmena,  to  the  fullest  extent  legally  permitted,   and  in
conjunction therewith, shall assure that all required expenditures are made in a
manner making it unnecessary for Mr. Joffe to incur any out of pocket  expenses;
provided,  however,  that Mr. Joffe permits  Colmena to select and supervise all
personnel  involved in such defense and that Mr.  Joffe waives any  conflicts of
interest that such personnel may have as a result of also representing  Colmena,
their  stockholders or other personnel and agrees to hold them harmless from any
matters  involving  such  representation,  except  such as involve  fraud or bad
faith.

                                  Article Four
                                Special Covenants

4.1  Confidentiality.

(a)  Mr.  Joffe  acknowledges  that,  in  and  as a  result  of  his  employment
hereunder,  he will be developing for Colmena,  making use of,  acquiring and/or
adding  to,  confidential  information  of special  and unique  nature and value
relating  to such  matters as  Colmena's  trade  secrets,  systems,  procedures,
manuals,  confidential  reports,  personnel  resources,  strategic  and tactical
plans,  advisors,  clients,  investors  and funders;  consequently,  as material
inducement  to the entry  into this  Agreement  by  Colmena,  Mr.  Joffe  hereby
covenants and agrees that he shall not, at anytime during or following the terms
of his employment hereunder, directly or indirectly,  personally use, divulge or
disclose, for any purpose whatsoever, any of such confidential information which
has been  obtained  by or  disclosed  to him as a result  of his  employment  by
Colmena, or Colmena's affiliates.

(b)  In the event of a breach or  threatened  breach by Mr.  Joffe of any of the
provisions of this Section 4.1, Colmena, in addition to and not in limitation of
any other rights, remedies or damages available to Colmena, whether at law or in
equity,  shall be entitled to a permanent  injunction  in order to prevent or to
restrain  any such breach by Mr.  Joffe,  or by Mr.  Joffe's  partners,  agents,
representatives,  servants, employers,  employees, affiliates and/or any and all
persons directly or indirectly acting for or with him.

4.2      Special Remedies.

     In view of the irreparable harm and damage which would undoubtedly occur to
Colmena  as a result of a breach by Mr.  Joffe of the  covenants  or  agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect Colmena's  interests,  Mr. Joffe hereby covenants and agrees that
Colmena shall have the following  additional rights and remedies in the event of
a breach hereof:

(a)  Mr.  Joffe  hereby  consents  to the  issuance  of a  permanent  injunction
enjoining  him from any  violations  of the  covenants  set forth in Section 4.1
hereof; and


                                      Page 424
<PAGE>



(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,  Mr. Joffe hereby covenants and agrees to pay over to Colmena,
in the event he violates the covenants and  agreements  contained in Section 4.2
hereof, the greater of:

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

         (ii)  The sum of One Thousand ($1,000.00) Dollars per violation,  which
               sum  shall be  liquidated  damages,  and not a  penalty,  for the
               injuries  suffered by Colmena as a result of such violation,  the
               Parties  hereto  agreeing  that such  liquidated  damages are not
               intended as the  exclusive  remedy  available  to Colmena for any
               breach of the covenants and agreements  contained in this Article
               Four,  prior to the  issuance  of such  injunction,  the  Parties
               recognizing that the only adequate remedy to protect Colmena from
               the injury caused by such breaches would be injunctive relief.

4.3      Cumulative Remedies.

         Mr. Joffe  hereby  irrevocably  agrees that the  remedies  described in
Section 4.3 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which Colmena is or may be entitled to,  whether at law or
in equity, under or pursuant to this Agreement.

4.4      Acknowledgment of Reasonableness.

         Mr. Joffe hereby  represents,  warrants  and  acknowledges  that he has
carefully read and  considered  the provisions of this Article Four and,  having
done so, agrees that the  restrictions  set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of Colmena,  its
officers, directors and other employees;  consequently, in the event that any of
the  above-described  restrictions  shall be held  unenforceable by any court of
competent  jurisdiction,  Mr.  Joffe hereby  covenants,  agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any limitation deemed  unenforceable  and, Mr. Joffe hereby covenants and agrees
that if so modified,  the  covenants  contained in this Article Four shall be as
fully  enforceable as if they had been set forth herein directly by the Parties.
In determining  the nature of this  limitation,  Mr. Joffe hereby  acknowledges,
covenants  and  agrees  that  it is the  intent  of  the  Parties  that a  court
adjudicating a dispute arising hereunder  recognize that the Parties desire that
this covenant not to compete be imposed and  maintained  to the greatest  extent
possible.

4.5      Unauthorized Acts.

         Mr.  Joffe hereby  covenants  and agrees that he will not do any act or
incur any  obligation  on behalf of Colmena  or  American  Internet  of any kind
whatsoever,   except  as  authorized  by  its  board  of  directors  or  by  its
stockholders pursuant to duly adopted stockholder action.

4.6      Covenant not to Disparage

     Mr. Joffe hereby  irrevocably  covenants and agrees that during the term of
this  Agreement  and after its  termination,  he will  refrain  from  making any
remarks  that  could  be  construed  by  anyone,  under  any  circumstances,  as
disparaging,  directly  or  indirectly,  specifically,  through  innuendo  or by
inference,  whether or not true, about the Consolidated Company, its constituent
members,  or  their  officers,  directors,  stockholders,  employees,  agent  or
affiliates,  whether  related to the business of the  Consolidated  Company,  to
other business or financial matters or to personal matters.


                                    Page 425
<PAGE>



                                  Article Five
                                  Miscellaneous

5.1      Notices.

(a)      All  notices,  demands or other  communications  hereunder  shall be in
         writing,  and unless otherwise  provided,  shall be deemed to have been
         duly given on the first  business day after  mailing by  registered  or
         certified mail, return receipt requested, postage prepaid, addressed as
         follows:

                                  To Mr. Joffe:

                                Anthony Q. Joffe:
                           101 Southwest 11th Avenue;
                           Boca Raton, Florida 33486;
 Telephone (561) 392-6010; Facsimile (561) 392-6070; e-mail joffe@bellsouth.net

                                   To Colmena:

                                  Colmena Corp.

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


                          Vanessa H. Lindsey, Secretary
                                  Colmena Corp.
                          1941 Southeast 51st Terrace,
                              Ocala, Florida 34471
           Telephone (352) 694-9182, Fax (352) 694-1325;
                                      and,
                      e-mail, vanessa@atlantic.net ;
                                     and to

                           The Yankee Companies, Inc.
                      2500 North Military Trail, Suite 225;
                           Boca Raton, Florida 33431
                  Telephone (561) 998-2025, Fax (561) 998-3425;
                                      and,
                         e-mail carrington@flinet.com;
                   Attention: 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  Yankees  serves  as a  strategic
               consultant  to Colmena and has acted as scrivener for the Parties
               in this transaction but that Yankees is neither a law firm nor an
               agency subject to any professional regulation or oversight.

         (2)   Because of the inherent conflict of interests  involved,  Yankees
               has advised all of the  Parties to retain  independent  legal and
               accounting  counsel to review this Agreement and its exhibits and
               incorporated materials on their behalf.


                                      Page 426
<PAGE>



(c)      The decision by any Party not to use the  services of legal  counsel in
         conjunction  with this  transaction  shall be solely at their own risk,
         each Party  acknowledging  that  applicable  rules of the  Florida  Bar
         prevent  Colmena's  general  counsel,  who has  reviewed,  approved and
         caused  modifications on behalf of Colmena,  from  representing  anyone
         other than Colmena in this transaction.

5.2      Amendment.

(a)      No  modification,  waiver,  amendment,  discharge  or  change  of  this
         Agreement  shall be valid  unless the same is in writing  and signed by
         the Party against which the enforcement of said  modification,  waiver,
         amendment, discharge or change is sought.

(b)      This  Agreement may  not be modified  without the consent of a majority
         in interest of Colmena's stockholders.

5.3      Merger.

(a)      This  instrument  contains all of the  understandings and agreements of
         the Parties with respect to the subject matter discussed herein.

(b)      All  prior  agreements  whether  written or oral, are merged herein and
         shall be of no force or effect.

5.4      Survival.

         The several  representations,  warranties  and covenants of the Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any Party.

5.5      Severability.

         If any provision or any portion of any provision of this Agreement,  or
the  application  of such  provision  or any  portion  thereof  to any person or
circumstance  shall be held invalid or unenforceable,  the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of  such  provision  or  portion  of  such  provision  as  is  held  invalid  or
unenforceable to persons or  circumstances  other than those to which it is held
invalid or unenforceable, shall not be effected thereby.

5.6      Governing Law and Venue.

         This  Agreement  shall be construed in accordance  with the laws of the
State of Florida but any  proceeding  arising  between the Parties in any matter
pertaining or related to this Agreement  shall, to the extent  permitted by law,
be held in Broward County, Florida.

5.7      Dispute Resolution.

(a)      In any action  between  the Parties to enforce any of the terms of this
         Agreement  or  any  other  matter  arising  from  this  Agreement,  the
         prevailing  Party shall be entitled to recover its costs and  expenses,
         including   reasonable   attorneys'   fees  up  to  and  including  all
         negotiations,   trials  and  appeals,  whether  or  not  litigation  is
         initiated.


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<PAGE>



(b)      In the  event of any  dispute  arising  under  this  Agreement,  or the
         negotiation  thereof or inducements  to enter into the  Agreement,  the
         dispute shall,  at the request of any Party,  be  exclusively  resolved
         through the following procedures:

         (1)      (A)    First, the issue shall be submitted to mediation before
                    a  mediation  service  in  Broward  County,  Florida,  to be
                    selected by lot from six alternatives to be provided,  three
                    by Colmena and three by Mr. Joffe.

                  (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 Mr. Joffe.

         (3)      (A)    Expenses of  mediation  shall be borne by  Colmena,  if
                    successful.

                  (B)    Expenses  of   mediation,   if   unsuccessful   and  of
                    arbitration  shall be borne by the Party or Parties  against
                    whom the arbitration decision is rendered.

                  (C)    If the terms of the arbitral  award do not  establish a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation  and  arbitration  shall be borne  equally  by the
                    Parties.

5.8      Benefit of Agreement.

(a)       This  Agreement  may not be  assigned by Mr.  Joffe  without the prior
          written consent of Colmena.

(b)       Subject  to  the  restrictions  on   transferability   and  assignment
          contained herein,  the terms and provisions of this Agreement shall be
          binding  upon  and  inure  to  the  benefit  of  the  Parties,   their
          successors,  assigns,  personal  representative,   estate,  heirs  and
          legatees.

5.9      Captions.

         The captions in this Agreement are for  convenience  and reference only
and in no way define,  describe,  extend or limit the scope of this Agreement or
the intent of any provisions hereof.

5.10     Number and Gender.

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

5.11     Further Assurances.

     The Parties hereby agree to do,  execute,  acknowledge and deliver or cause
to be done,  executed or  acknowledged or delivered and to perform all such acts
and deliver  all such  deeds,  assignments,  transfers,  conveyances,  powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.


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<PAGE>

5.12     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership, joint venture, agency, or lessor-lessee relationship;  but, rather,
the relationship established hereby is that of employer-employee in Colmena.

5.13     Counterparts.

(a)      This Agreement may be executed in any number of counterparts.

(b)      Execution by exchange of facsimile transmission shall be deemed legally
         sufficient  to bind the  signatory;  however,  the Parties  shall,  for
         aesthetic  purposes,  prepare a fully executed original version of this
         Agreement,  which shall be the document  filed with the  Securities and
         Exchange Commission.

5.14     License.

(a)      This   Agreement  is the  property of Yankees and the use hereof by the
         Parties is authorized hereby solely for purposes of this transaction.

(b)      The use of this form of agreement or of any derivation thereof without
         Yankees' prior written permission is prohibited.

(c)      This  Agreement  shall not be more  strictly  interpreted  against any
         Party as a result of its authorship.



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

Signed, Sealed & Delivered
         In Our Presence

                                                                Mr. Joffe

--------------------------

--------------------------                           /s/ Anthony Q. Joffe
                                                     Anthony Q. Joffe

Dated:   January 3, 2000


                                                                Colmena Corp
                                                        a Delaware corporation

--------------------------

__________________________                  By:      /s/ Charles J. Champion
                                            Charles J. Champion

                                            Director Specifically authorized
                                            to act as the agent of Colmena for
                                            purposes of executing this Agreement

(CORPORATE SEAL)
                                            Attest:  /s/ Vanessa H. Lindsey
                                                     Vanessa H. Lindsey
                                                     Secretary

Dated:   January 3, 2000


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