Supplemental Services Agreement

         This  Supplemental  Services  Agreement (the  "Agreement")  is made and
entered into by and between Colmena Corp., a publicly held Delaware  corporation
with a classes  of  equity  securities  registered  under  Section  12(g) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and currently
trading on the over the  counter  bulletin  board  operated by but not a part of
NASDAQ (the "Client");  and, The Yankee Companies,  Inc., a Florida  corporation
("Yankees"; the Client and Yankees being hereinafter collectively referred to as
the "Parties" and generically as a "Party").

                                   Preamble :

         WHEREAS,  the Parties  entered into a consulting  agreement on or about
         November  24,  1998 (the  "Consulting  Agreement"),  pursuant  to which
         Yankees has provided substantial services to the Client, but the Client
         has been  unable  to meet  its  obligations  to  cooperate  in  matters
         material to the Client's operations and compliance with its obligations
         under the Exchange Act due to inadequate personnel  resources,  and has
         requested that Yankees  arrange for one of its  independent  contractor
         associates  (the  "Associate")  to assist  the Client to  complete  its
         audits for fiscal years ended September 30, 1998 (the "1998 Audit") and
         1999 (the "1999  Audit"),  and to prepare and file  delinquent  reports
         required  under  Sections 13(d) or 15 of the Exchange Act, by assisting
         and  the  gathering,   organization  and  distribution  of  information
         required therefor (the "10-KSB Project"); and

         WHEREAS,  Yankees has an independent consulting agreement with a person
         willing  and  capable  of  performing   such  services  and  will  make
         arrangements  therefor,  provided  that the  Client  agrees to make all
         required payments associated therewith, as hereinafter set forth; and

         WHEREAS, the Client finds the proposed terms fair and has urged Yankees
         to expedite such  arrangement,  using proceeds from exercise of options
         granted  to  Yankees  under the  Consulting  Agreement  (the  "Original
         Option"); and

         WHEREAS, Yankees is willing to advance such proceeds, provided that the
         Client agrees that the time for  determining  the quantity of shares of
         the  Client's  common  stock  subject  to  the  Original  Option's  51%
         provisions not be effected thereby, and instead,  that such calculation
         be  deferrable,  at  Yankees'  option,  until the  latter  of  complete
         exercise of the Original  Option or the 100th day following the date on
         which the Client  becomes  current in all of its reporting  obligations
         under the Exchange Act; and

         WHEREAS,  the Client finds such proposed amendment to the provisions of
         the Original  Option  reasonable,  in its best  interests,  in the best
         interests  of its  stockholders  and  pursuant  to the  terms  of  this
         Agreement, accepts such proposal and so modifies the Original Option:

         NOW, THEREFORE, in consideration for Yankees's agreement to arrange for
         the hereinafter described services as well as to prematurely exercise a
         portion of the Original Option and of the sum of TEN ($10) 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:

                                      Page 325
<PAGE>



                                   Witnesseth:

1.       Description of Services

(A)      The Client hereby  supplementally  retains Yankees to assist the Client
         to complete its 1998 Audit and its 1999 Audit,  and to prepare and file
         delinquent  reports required under Sections 13(d) or 15 of the Exchange
         Act, by assisting and the gathering,  organization  and distribution of
         information  required  therefor  (the  "10-KSB  Project"),   by  making
         available  the  services  of  Bell   Entertainment,   Inc.,  a  Florida
         corporation  under contract to Yankees (the  "Associate") to the Client
         for the purposes hereinbefore described (the "Supplemental Services").

(B)      The Client  acknowledges  that the  Associate  owes  Yankees' a duty of
         loyalty that  supersedes  any duties to the Client,  but Yankees hereby
         represents  that,  except  in  the  event  of a  conflict  of  interest
         involving Yankees or its affiliates,  the Associate will also be deemed
         a fiduciary of the Client,  owing it a duty of loyalty inferior only to
         that owed to Yankees and under applicable obligations imposed by law.

(C)      In order to enable the Associate to perform the  assignment  undertaken
         hereby,  the Client hereby appoints the Associate its Agent,  with full
         power of substitution, to make demands for documents and information of
         all kinds required in conjunction with the Supplemental Services in the
         name of the  Client,  as if the  Client,  pursuant  to duly  authorized
         corporate authority,  had itself made such demands, and to file any law
         suits or regulatory  complaints required in the Associates'  reasonable
         exercise  of  discretion,   to  accomplish  the  Supplemental  Services
         expeditiously.

(D)      The Client hereby acknowledges that, although Yankees will, pursuant to
         the terms of the Consulting Agreement, take reasonable steps to monitor
         the Associate in the  performance  of the  Supplemental  Services,  the
         Client has agreed, as a material  inducement to Yankees entry into this
         Agreement,  that neither  Yankees nor any affiliate  thereof other than
         the  Associate  shall  have  any  liability,  directly,  indirectly  or
         incidently,  to the  Client or anyone  claiming  through  the Client or
         other wise,  based on the Associates  performance or failure to perform
         its obligations under this Agreement.

2.       Compensation & Reimbursement

         The  Client  hereby  agrees to pay for the  services  and  undertakings
described in this Agreement, as follows:

(A)      Compensation  to Yankees under this  Agreement  shall be in addition to
         all other  compensation  due to Yankees from the Client under any other
         agreement or understanding.

(B)      In  consideration  for  Yankees  agreement  to  prematurely  exercise a
         portion of the Original Option, as required to make the cash portion of
         the  compensation  to be paid by the  Client  for  the  benefit  of the
         Associate under this Agreement, the Client hereby amends the Consulting
         Agreement  and  the  Original   Option,   by  extending  the  time  for
         determining the quantity of shares of the Client's common stock subject
         to the Original Option's 51% provisions,  at Yankees' option, until the
         latter of complete exercise of the Original  Option  or  the  100th day
         following  the date on which the Client  becomes  current in all of its
         reporting obligations under the Exchange Act.


                                      Page 326


<PAGE>


(C)      The Client hereby agrees to use proceeds  obtained from exercise of the
         Original  Option and shares of its authorized  but heretofore  unissued
         common stock, to make the following  payments directly to the Associate
         in  consideration  for its  assistance in completing  the Client's 1998
         Audit, Yankees having represented that it is not directly or indirectly
         receiving any portion thereof:

         (1)      $2,500 payable on execution of this Agreement; plus

         (2)      $2,500 plus 200,000  shares of the Client's  common stock (the
                  "Stock  Compensation")  issued in reliance  on the  exemptions
                  from   registration   under   applicable   state  and  federal
                  securities laws provided by Section 4(2) of the Securities Act
                  and Section 517.061(11) of the Florida Securities and Investor
                  Protection Act (the "Florida  Act"),  upon filing the Client's
                  report on Form 10-KSB for the year ended  September  30, 1998,
                  including audited financial statements prepared as required by
                  generally accepted accounting principals, consistently applied
                  ("GAAP"), with the Commission;

(D)      In conjunction  with the Stock  Compensation,  Yankees hereby  confirms
         that the Associate  has  represented  and warranted in writing,  in the
         Associates agreement with Yankees, that:

         (1)      The Associate is familiar with federal and state securities
                  laws applicable to transactions in securities;

         (2)      The Stock  Compensation  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")  or the  Associate's  state  of
                  domicile,  if other than Florida at such time (the "Applicable
                  Blue Sky Law"),  pursuant to exemptions  provided  pursuant to
                  Section  4(6)  of the  Act and  comparable  provisions  of the
                  Florida Act or the  securities  laws of  Associate's  state of
                  domicile;

         (3)      The Associate  shall be  responsible  for preparing and filing
                  any  reports  concerning  the  subject  transaction  with  the
                  Commission and with the securities  regulatory  authorities of
                  the Associate's state of domicile, and payment of any required
                  filing fees (none being expected);

         (4)      All of the certificates for the Stock  Compensation  will bear
                  legends  restricting  their  transfer,   sale,  conveyance  or
                  hypothecation   unless   the  shares   comprising   the  Stock
                  Compensation  are either  registered  under the  provisions of
                  Section 5 of the Act and under the Applicable Blue Sky Law, or
                  an  opinion  of  legal   counsel,   in  form  and  sub  stance
                  satisfactory to legal counsel to the Client is provided to the
                  Client's legal counsel to the effect that such registration is
                  not required as a result of applicable exemptions therefrom;

                                      Page 327


<PAGE>



         (5)      The Client's transfer agent will be instructed not to transfer
                  any of the shares comprising the Stock Compensation unless its
                  legal  counsel  advises it that such transfer is in compliance
                  with all applicable laws;

         (6)      The  Associate  will be acquiring  the shares  comprising  the
                  Stock  Compensation  for  the  Associate's  own  account,  for
                  investment  purposes only, and not with a view to further sale
                  or distribution; and

         (7)      The Associate or the  Associate's  advisors will have examined
                  the Client's books and records and questioned its officers and
                  directors as to such matters involving the Client as they deem
                  appropriate,  prior to  accepting  any shares  comprising  the
                  Stock Compensation and making any payments, including, without
                  limitation, the provision of services, involved.

(E)     (1)       Upon  completion  of  the  1998  Audit,   the   Parties   will
                  mutually  determine  appropriate  compensation  for assistance
                  with the 1999  Audit,  and  whether  the  Associate  should be
                  retained to provide services in conjunction therewith,  and if
                  they reach an agreement with reference  thereto,  shall either
                  amend this  Agreement  as  required  to reflect  such  further
                  supplemental   agreement,   or  prepare  a  new   supplemental
                  agreement pertaining specifically thereto.

         (2)      If  no  such   agreement  is  reached  within  30  days  after
                  completion of the 1998 Audit,  then either Party may deem this
                  Agreement as having been completed, whereupon the Client shall
                  be free to make  alternative  arrangements,  and Yankees shall
                  retain  all  benefits  applicable  to  it  reflected  in  this
                  Agreement.

(F)      (1)      In  addition  to  the  payments  set forth  above,  the Client
                  will be responsible for payment of all costs and disbursements
                  associated with the Associates' services either:

                  (a)      Reflected  in  an  operating  budget  approved by the
                           Client; or

                  (b)      Approved in writing by the Client; provided, however,
                           that  the   refusal   by  the   Client   to   approve
                           expenditures  required for the proper  performance of
                           the Associates'  services will excuse  performance of
                           such services.

         (2)      All  of Yankees's statements will be paid within 10 days after
                  receipt.

         (3)      In the event additional time for payment is required,  Yankees
                  will have the option of selling the account receivable and the
                  Client  agrees to pay interest  thereon at the monthly rate of
                  1%.

         (4)      In the event  collection  activities are required,  the Client
                  agrees to pay all of Yankees's out of pocket costs  associated
                  therewith.

         (5)      There will be no change or waiver of the provisions  contained
                  herein,  unless  such  charge is in writing  and signed by the
                  Client and Yankees.

                                      Page 328


<PAGE>



(G)      By  acceptance  of  the  compensation  under  this  Agreement,  whether
         tendered  by  Yankees  or  by  the  Client,   the  Associate  shall  be
         irrevocably  deemed to have agreed to be bound by its  commitments,  as
         reflected  in this  Agreement,  despite the fact that it is not a party
         hereto.

3.       The Associates' Commitments to Yankees for the Benefit of the Client

         Yankees hereby represents that,  pursuant to the terms of its agreement
with the  Associate,  in  rendering  its  services  to clients of  Yankees,  the
Associate has agreed that it:

(A)      Will not  disclose  to any  third  party  any  confidential  non-public
         information  furnished by the Client or  otherwise  obtained by it with
         respect to the Client.

(B)      Will not  release  any  information  or data  about  the  Client to any
         selected  or limited  person(s),  entity,  or group if it is aware that
         such   information  or  data  has  not  been   generally   released  or
         promulgated.

(C)      Will  restrict or cease,  as  directed  by the  Client,  all efforts on
         behalf  of the  Client,  including  all  dissemination  of  information
         regarding the Client,  immediately  upon receipt of in  structions  (in
         writing by fax or letter) to that effect from the Client.

4.       The Client's Commitments to Yankees and the Associate

         The Client hereby irrevocably  covenants and agrees, for the benefit of
Yankees and of the Associate, which shall be deemed a third party beneficiary of
this Agreement, that:

(A).     (1)      All work performed by  the  Associate for the Client requiring
                  legal  review  will be submitted for approval  by  the  Client
                  to the Client's legal counsel prior to its use.

         (2)      Final drafts of any matters  prepared for use by the Associate
                  in  conjunction  with the  provision of the  Services  will be
                  reviewed  by the  Client  and,  if  legally  required,  by the
                  Client's legal counsel, to assure that:

                  (a)      All required information has been provided;

                  (b)      All materials are presented accurately; and,

                  (c)      That no materials required to render information
                           provided "not misleading" are omitted.

         (2)      Only after such  review and  approval  by the Client  and,  if
                  required,  the Client's legal  counsel,  will any documents be
                  filed with  regulatory  agencies  or provided to thereto or to
                  third parties.

         (3)      (a)      Financial  data  will  be   reviewed  by  Weinberg  &
                           Company,  competent,  independent,  certified  public
                           accountants separately retained by the Client who are
                           members of the American Institute of Certified Public
                           Accountants' Securities Practice Section and who have
                           successfully  undergone   peer  review  as   required
                           thereby.


                                      Page 329


<PAGE>




                  (b)      Such  accountants  will be  required  to  review  and
                           approve all  financially  related  filings,  prior to
                           release  to any third  parties or  submission  to the
                           appropriate regulatory authorities.

(B)      (1)      The  Client  shall  supply  the   Associate  on  a regular and
                  timely basis with all approved data and information  about the
                  Client, its management,  its products,  and its operations and
                  the Client shall be responsible  for advising the Associate of
                  any fact which would affect the accuracy of any prior data and
                  information supplied to the Associate.

         (2)      The Client shall use its best  efforts to promptly  supply the
                  Associate  with  full  and  complete  copies  of all  proposed
                  filings with all federal and state securities  agencies;  with
                  full and complete copies of all proposed  shareholder  reports
                  and   communications   whether  or  not   prepared   with  the
                  Associate's assistance, with all data and information supplied
                  to any analyst,  broker-dealer,  market maker, or other member
                  of the  financial  community;  and with  all  product/services
                  brochures, sales materials, etc.

         (3)      The Client shall  promptly  notify the Associate of the filing
                  of any  registration  statement  for the  sale  of  securities
                  and/or of any other event which triggers any  restrictions  on
                  publicity (none being contemplated).

         (4)      The Client shall be deemed to make a continuing representation
                  of the  accuracy  of any and  all  material  facts,  material,
                  information,  and data which it supplies to the  Associate and
                  the Client  acknowledges its awareness that the Associate will
                  rely on  such  continuing  representation  in  performing  its
                  functions under this Agreement.

         (5)      The  Associate,  in the absence of notice in writing  from the
                  Client,  may  rely on the  continuing  accuracy  of  material,
                  information and data supplied by the Client.

5.       Term & Earlier Termination

(A)      This Agreement shall be for an initial term of 365 days,  commencing on
         the date of its complete  execution  by all Parties,  as evinced in the
         execution  page hereof (the  "Initial  Term"),  subject to  accelerated
         termination  at such  time as all of the  Client's  delinquent  reports
         under the Exchange Act have been properly filed with the Commission.

(B)      This  Agreement  may be  terminated  by  Yankees  at any time,  without
         deprivation  of  any  benefits  granted   hereunder,   including  those
         pertaining to amendment of the Original  Option,  if it determines that
         either  the  Client  or  the  Associate  are  failing  to  comply  with
         applicable legal requirements.

(C)      The Associate's  obligations  under this Agreement may be terminated by
         it at any time, subject to forfeiture of all rights to compensation not
         already paid hereunder, if it determines that the Client is refusing to
         take  reasonable  steps to comply with applicable legal requirements.


                                      Page 330


<PAGE>




(D)      The Client's  obligations  under this Agreement may be terminated by it
         at any time,  subject to returning to Yankees all proceeds allocated to
         the  Associate's   compensation  not  already  paid  hereunder,  if  it
         determines  that the  Associate  Client is refusing to take  reasonable
         steps to  comply  with  applicable  legal  requirements  or  materially
         failing to comply with its  obligations  hereunder,  provided  that the
         Associate shall be entitled to retain all compensation theretofore paid
         to it for its services hereunder, and that the Client shall forfeit all
         rights to recoupment thereof from any source whatsoever.

(E)      Upon  termination of this Agreement and payment to the Associate of all
         amounts due it  hereunder,  the Associate or its  representative  shall
         execute and deliver to the Client 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 the  Client  all  records,  manuals  and  written
         procedures,  as may be desired by the Client for the continued  conduct
         of its business; and

(F)      The  Client or its  representative  shall  execute  and  deliver to the
         Associate a receipt  for all  materials  returned  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 the Associate all records, manuals and written procedures, as
         may be  desired  by the  Associate  for the  continued  conduct  of its
         business.

6.       The Associate' Confidentiality & Competition Covenants

6.1      General Provisions.

(A)      The Associate  acknowledges that, in and as a result  of its entry into
         this  Agreement,  it may become privy to  confidential  information of
         special and unique  nature and value  relating to such  matters as  the
         Client's  secrets,   systems,  procedures,  manuals,  confidential  and
         reports;  consequently,  as material inducement  to the entry into this
         Agreement  by the  Parties,  the  Associate  shall,  if  it accepts any
         compensation  hereunder,  be irrevocably deemed to have  covenanted and
         agreed that it will not,  except as required by law, at  anytime during
         the term of this  Agreement,  any  renewals  thereof and  for two years
         following the terms of this Agree ment,  directly or  indirectly,  use,
         divulge  or  disclose,  for  any  purpose  whatsoever,   any   of  such
         confidential information which has been obtained by or  disclosed to it
         as a result of its entry into this  Agreement or provision  of services
         hereunder.

(B)      In the event of a breach or  threatened  breach by the Associate of any
         of the  provisions  of this Section 6, the Parties,  in addition to and
         not in limitation of any other rights, remedies or damages available to
         them,  whether at law or in equity,  shall be  entitled  to a permanent
         injunction  in order to prevent or to  restrain  any such breach by the
         Associate,  or by  its  partners,  directors,  officers,  stockholders,
         agents,  representatives,  servants, employers,  employees,  affiliates
         and/or any and all persons  directly or  indirectly  acting for or with
         it.

                                      Page 331


<PAGE>



6.2      Special Remedies.

         In view of the  irreparable  harm and damage  which  would  undoubtedly
occur to the Parties as a result of a breach by the  Associate of the  covenants
or  agreements  contained  in this  Section  6,  and in  view of the  lack of an
adequate remedy at law to protect the Parties'  interests,  the Associate hereby
covenants and agrees that the Parties shall have the following additional rights
and remedies in the event of a breach hereof:

(A)      The Associate hereby consents to the issuance of a permanent injunction
         enjoining it from any  violations  of the  covenants  set forth in this
         Section 6; and

(B)      Because it is  impossible  to ascertain or estimate the entire or exact
         cost,  damage or injury  which the  Parties  may  sustain  prior to the
         effective   enforcement  of  such  injunction,   the  Associate  hereby
         covenants  and  agrees  to pay  over to the  Parties,  in the  event it
         violates the covenants and agreements  contained in this Section 6, any
         payment  or  compensation  of any kind  received  by it because of such
         violation before the issuance of such injunction.

6.3      Cumulative Remedies.

         The Associate hereby  irrevocably agrees that the remedies described in
this  Section 6 shall be in addition  to, and not in  limitation  of, any of the
rights or remedies to which the  Parties are or may be entitled  to,  whether at
law or in equity, under or pursuant to this Agreement.

6.4      Acknowledgment of Reasonableness.

(A)      The  Associate hereby  represents,  warrants and acknowledges  that its
         members or officers  and directors  have  carefully read and considered
         the provisions of this  Section 6 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  the
         Parties, its members,  officers,  directors,  consultants,  agents  and
         employees;  consequently, in the event that any of  the above-described
         restrictions  shall be held  unenforceable  by any  court of  competent
         jurisdiction,  the Associate hereby covenants,  agrees and directs such
         court to substitute a reasonable  judicially  enforceable limitation in
         place of any limitation deemed  unenforceable and, the Associate hereby
         covenants and agrees that if so  modified,  the covenants  contained in
         this Section 6 shall be as  fully  enforceable  as if they had been set
         forth herein directly by the Parties.

(B)      In  determining  the nature of this  limitation,  the Associate  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 these covenants not to compete or circumvent be
         imposed and maintained to the greatest extent possible.

6.5      Exclusivity.

         The Associate  shall not be required to devote all of its business time
to the  affairs  of the  Client,  rather  it  shall  devote  such  time as it is
reasonably necessary in light of its other business commitments.

                                      Page 332


<PAGE>



7.       Miscellaneous

7.1      Notices.

         All notices, demands or other written 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 United  States  registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

To Yankees:

                           The Yankee Companies, Inc.
            902 Clint Moore Road, Suite 136; Boca Raton, Florida 3418
                  Telephone (561) 998-2025; Fax (561) 998-3425
                   Attention: Leonard Miles Tucker, President

                                       and

                           The Yankee Companies, Inc.
                1941 Southeast 51st Terrace; Ocala, Florida 34471
                  Telephone (352) 694-9179; Fax (352) 694-9178
           Attention: Vanessa H. Mitchem, Chief Administrative Officer

To the Client:

                                  Colmena Corp.

                 902 Clint Moore Road, Suite 316-D; Boca Raton,
                   Florida 33487 Telephone (561) 226-2504; Fax
                  (561) 998-3425 or at such address, telephone
                                 and fax numbers

               as are reflected on the SEC's EDGAR Internet site;

                                       and

                                  Colmena Corp.

           3896 North Federal Highway; Lighthouse Point; Florida 33064
                  Telephone (954) 941-2280; Fax (954) 941-2013
        Attention: Anthony Q. Joffe, President & Chief Executive Officer

To the Associate:

                            Bell Entertainment, Inc.;
 Town Executive Center; 6100 Glades Road, Suite 314; Boca Raton, Florida 33434;
                      Attention: Elliot Bellen, President;
      Telephone (561) 487-5765; Fax (561) 487-5766; e-mail exprod@aol.com.


in each case,  with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner  hereinabove
set forth.

                                      Page 333


<PAGE>



7.2      Amendment.

         No  modification,  waiver,  amendment,  discharge  or  change  of  this
Agreement shall be valid unless the same is in writing and signed by Parties.

7.3      Merger.

(A)      This  instrument,  together  with the  instruments  referred to herein,
         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.

7.4      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.

7.5      Severability.

         If any  provision or any portion of any  provision  of this  Agreement,
other than a conditions precedent,  if any, 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
affected thereby.

7.6      Governing Law and Venue.

         This  Agreement  shall be construed in accordance  with the laws of the
State of Delaware (both  substantive  and  procedural,  other than choice of law
provisions)  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.

7.7      Dispute Resolution in lieu of Litigation.

(A)      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 ex clusively  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,  two by Yankees,  two by the  Associate and
                           two by the Client.

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<PAGE>



                  (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,  in the
                  manner set forth above for selection of a mediator;

         (3)      (A)      Expenses  of   mediation   shall   be   borne  by the
                           Parties  equally if successful  but if  unsuccessful,
                           expenses of  mediation  and of  arbitration  shall be
                           borne  by the  Party  or  Parties  against  whom  the
                           arbitration decision is rendered.

                  (B)      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  involved and by the Associate,  if it is
                           involved.

(B)      Judgment upon the award rendered by the arbitrator(s) may be entered in
         any court having jurisdiction thereof.

(C)      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.

7.8      Benefit of Agreement.

         The terms and  provisions of this  Agreement  shall be binding upon and
inure to the benefit of the Parties,  jointly and severally,  their  successors,
assigns, personal representatives, estate, heirs and legatees.

7.9      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.

7.10     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.

7.11     Further Assurances.

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

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7.12     Status.

(A)      Nothing in this  Agreement  shall be  construed  or shall  constitute a
         partnership,    joint    venture,    employer-employee    relationship,
         lessor-lessee  relationship,  or principal-agent  relationship,  except
         with  respect to the limited  agency  created by the Client e Associate
         for purposes of collecting the documents and  information  required for
         it to perform  its  obligations  under this  Agreement,  as  heretofore
         specifically set forth.

(B)      Throughout  the term of this  Agreement,  the Associate  shall serve an
         independent  contractor,  as that term is defined by the United  States
         Internal  Revenue  Service,  and in  conjunction  therewith,  shall  be
         responsible for all of his own tax reporting and payment obligations.

(C)      In  amplification  of the foregoing,  the Associate  shall,  subject to
         reasonable   reimbursement  on  a  pre-approved   budgetary  basis,  be
         responsible  for providing  its own office  facilities  and  supporting
         personnel.

7.13     Counterparts.

(A)      This Agreement may be executed in any number of counterparts  delivered
         through facsimile transmission.

(B)      All   executed    counterparts    shall    constitute   one   Agreement
         notwithstanding  that  all  signatories  are  not  signatories  to  the
         original or the same counterpart.

7.14     License.

(A)      (1)      This Agreement is the property of Yankees.

         (2)      The use hereof by the Parties is authorized  hereby solely for
                  purposes  of this  transaction  and,  the use of this  form of
                  agreement or of any derivation  thereof without Yankees' prior
                  written permission is prohibited.

         (3)      This  Agreement  shall not be construed  more  stringently  or
                  interpreted   less   favorably   against   Yankees'  based  on
                  authorship.

(B)      The Client and the Associate (by acceptance of compensation  hereunder)
         shall be deemed to have hereby  acknowledged  that Yankees is not a law
         firm and has not provided them with any advice, legal or otherwise,  in
         conjunction  with this Agreement,  but rather,  has suggested that they
         rely  solely on their own  experience  and  advisors in  evaluating  or
         interpreting this Agreement.

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<PAGE>


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

Signed, Sealed & Delivered
         In Our Presence

                                                                   Colmena Corp.

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

____________________________                           By:  /s/ Anthony Q. Joffe
                                                     Anthony Q. Joffe, President

Dated:  October 15, 1999
                                           Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary

                                                      The Yankee Companies, Inc.

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

____________________________               By:      /s/ Leonard Tucker
                                                 Leonard Miles Tucker, President

Dated:  October 5, 1999
                                          Attest:  /s/ William A. Calvo, III
                                                William A. Calvo, III, Secretary

         On behalf of the Associate,  as its duly elected and serving  president
and pursuant to currently valid corporate  authorization,  I hereby  acknowledge
receipt  of a duly  executed  copy of this  Agreement  and  acknowledge  that by
accepting  compensation  hereunder,  the Associate (as defined in the Agreement)
shall be bound by the terms thereof.

                                                        Bell Entertainment, Inc.

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

____________________________             By       /s/ Elliot Bellen
                                                        Elliot Bellen, President

Dated:  October 21, 1999
                                          Attest: /s/ Elliot Bellen
                                                     Elliot Bellen, Secretary

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