Warrant Agreement

     THIS  WARRANT  AGREEMENT,  dated as of January 5, 1999 is made and  entered
into by and between Colmena Corp., a Delaware corporation (the "Issuer") and The
Yankee Companies, Inc., a Florida corporation (hereinafter referred to variously
as the "Holder" or "Yankee").


                                   Preamble:

     WHEREAS,  the Issuer  and  Yankee  have  entered  into a certain  strategic
consulting   agreement  of  even  date  herewith   (hereinafter   the  "Advisory
Agreement"),   pursuant  to  which   Yankee  is  entitled  to  receive   certain
compensation,  including among other things,  warrants  ("Warrants") to purchase
8,066,326  shares  of the  Issuer's  common  stock,  $0.01  par  value per share
("Common  Stock"),  upon and subject to the terms and conditions of the Advisory
Agreement;

     NOW, THEREFORE, in consideration of the premises, the payment by the Holder
to or for the  benefit of the Issuer of FIVE  ($5.00)  DOLLARS,  the  agreements
herein set forth and other good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  parties  hereto  agrees as
follows:

                                  Witnesseth:


1.        Grant

     The  Holder  is hereby  granted  the  right to  purchase,  at any time from
January 15, 1999, until 5:00 p. m., New York time, on January 15, 2000, up to an
aggregate of 8,066,326  shares of Common Stock at the initial exercise price per
share  (subject to  adjustments  as provided in Section 8 hereof) as provided in
Section 6 hereof.

2.        Warrant Certificates.

     The warrant certificates  (the"Warrant  Certificates")  delivered and to be
delivered pursuant to this agreement shall be in the form set forth in Exhibit A
attached  hereto  and made a part  hereof,  with  such  appropriate  insertions,
omissions,  substitutions, and other variations as required or permitted by this
Agreement.

3.       Exercise of Warrant.

        3.1     Method of Exercise


         The Warrants  initially are  exercisable  at an initial  exercise price
         (subject  to  adjustment  as provided in Section 8 hereof) per share of
         Common  Stock set forth in  Section 6 hereof  payable by  certified  or
         official  bank  check in New York  Clearing  House  funds,  subject  to
         adjustment as provided in Section 8 hereof. Upon surrender of a Warrant
         Certificate  with  the  annexed  Form  of  Election  to  Purchase  duly
         executed,  together with payment of the Exercise Price (as  hereinafter
         defined)  for the  shares of Common  Stock  purchased  at the  Issuer's
         principal  offices,  as reflected in the records of the  Securities and
         Exchange  Commission   maintained  on  its  EDGAR  Internet  site,  the
         registered  holder of a Warrant  Certificate  ("Holder"  or  "Holders')
         shall be  entitled to receive a  certificate  or  certificates  for the
         shares of Common Stock so purchased. The purchase rights represented by
         each Warrant  Certificate  are  exercisable at the option of the Holder
         thereof,  in whole or in part (but not as to  fractional  shares of the
         Common Stock  underlying  the  Warrants).  Warrants may be exercised to
         purchase all or part of the shares of Common Stock represented thereby.
         In the case of the purchase of less than all the shares of Common Stock
         purchasable under any Warrant Certificate, the Issuer shall cancel said
         Warrant  Certificate  upon the surrender  thereof and shall execute and
         deliver a new Warrant  Certificate of like tenor for the balance of the
         shares of Common Stock.

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3.2     Exercise by Surrender of Warrant.

(a)     (1)    In addition to the method of payment set forth in Section 3.1 and
               in lieu of any cash payment required  thereunder the Holder(s) of
               the Warrants shall have the right at any time to and from time to
               time exercise the Warrants in full or in part by surrendering the
               Warrant  Certificate  in the manner  specified  in Section 3.1 in
               exchange  for the number of shares of Common  Stock  equal to the
               product  of (x) the  number of shares to which the  Warrants  are
               being  exercised  multiplied by (y) a fraction,  the numerator of
               which is the Market Price (as defined in Section  8.1(vi) hereof)
               of the Common Stock less the Exercise  Price and the  denominator
               of which is such Market Price.

         (2)   The Parties  acknowledge  that this  optional form of exercise is
               designed to permit tacking of the Warrant  holding period to that
               of the common stock received upon exercise thereof,  for purposes
               of SEC Rule  144,  under  the  concept  commonly  referred  to as
               "cashless exercise."

(b)      Solely for the  purposes of this  Section  3.2,  Market  Price shall be
         calculated  either  (i) on the  date on  which  the  form  of  election
         attached  hereto is deemed to have been sent to the Issuer  pursuant to
         Section 13 hereof  ("Notice Date") or (ii) as the average of the Market
         Price for each of the five  trading  days  preceding  the Notice  Date,
         whichever of (i) or (ii) is greater.

4.       Issuance of Certificates.

(a)  Upon the exercise of the Warrant the issuance of certificates for shares of
     Common Stock or other  securities,  properties  or rights  underlying  such
     Warrants,  shall be made forthwith (and in any event such issuance shall be
     made within five (5) business days thereafter) without charge to the Holder
     thereof  including,  without  limitations  any tax which may be  payable in
     respect of the issuance thereof and such certificates shall (subject to the
     provisions of Sections 5 and 7 hereof) be issued in the name of, or in such
     names as may be directed by, the Holder thereof;  provided,  however,  that
     the  Issuer  shall not be  required  to pay any tax which may be payable in
     respect of any  transfer  involved in the issuance and delivery of any such
     certificates  in a name other than that of the Holder arid the Issuer shall
     not be required to issue or deliver such  certificates  unless or until the
     person or persons  requesting  the issuance  thereof shall have paid to the
     Issuer the amount of such tax or shall have established to the satisfaction
     of the Issuer that such tax has been paid.

(b)  The Warrant  Certificates and the  certificates  representing the shares of
     Common Stock (and/or  other  securities,  property or rights  issuable upon
     exercise of the Warrants)  shall be executed on behalf of the Issuer by the
     manual or facsimile signature of the then present Chairman or Vice Chairman
     of the Board of  Directors  or  President  or Vice  President of the Issuer
     under its corporate seal reproduced  thereon,  attested to by the manual or
     facsimile signature of the then present Secretary or Assistant Secretary of
     the Issuer.  Warrant  Certificates  shall be dated the date of execution by
     the Issuer upon  initial  issuance,  division,  exchange,  substitution  or
     transfer.

5.        Restriction On Transfer of Warrants.

     The Holder of a Warrant Certificate,  by its acceptance thereof,  covenants
and agrees that the Warrants are being  acquired as an investment and not with a
view to the distribution thereof.

                                      Page 143
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6.        Exercise Price.

        6.1     Initial and Adjusted Exercise Price.

         Except as otherwise  provided in Section 8 hereof, the initial exercise
         price of each Warrant  shall be $0.005 per share of Common  Stock.  The
         adjusted exercise price shall be the price which shall result from time
         to time from any and all  adjustments of the initial  exercise price in
         accordance with the provisions of Section 8 hereof.

        6.2     Exercise Price.

         The term "Exercise  Price" herein shall mean the initial exercise price
         or the adjusted exercise price, depending upon the context.

7.       Registration Rights.

        7.1     Registration Under the Securities Act of 1933.

(a)      The Warrants and the shares of Common Stock  issuable  upon exercise of
         the Warrants and any of the other securities  issuable upon exercise of
         the Warrants have not been registered under the Securities Act of 1933,
         as amended (the "Act") for public resale. Upon exercise,  in part or in
         whole, of the Warrants,  certificates representing the shares of Common
         Stock and any other  securities  issuable upon exercise of the Warrants
         (collectively,  the  "Warrant  Securities")  shall  bear the  following
         legend:

(b)      The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended ("Act') for public resale,
         and may not be  offered or sold  except  pursuant  to (i) an  effective
         registration  statement  under the Act, (ii) to the extent  applicable,
         Rule 144 under the Act (or any similar  rule under such Act relating to
         the disposition of securities), or (iii) an opinion of counsel, if such
         opinion shall be reasonably satisfactory to counsel to the issuer, that
         an exemption from registration under such Act is available.

        7.2     Piggyback Registration.

         If, at any time during the five year period  commencing  after the date
         hereof, the Issuer proposes to register any of its securities under the
         Act (other  than in  connection  with a merger or pursuant to Form S-8,
         S-4 or comparable  registration  statement) it will give written notice
         by  registered  mail,  at least thirty (30) days prior to the filing of
         each registration  statement, to Yankee and to all other Holders of the
         Warrants  and/or the Warrant  Securities  of its intention to do so. If
         Yankee or other  Holders  of the  Warrants  and/or  Warrant  Securities
         notify the Issuer  within  twenty  (20) days after  receipt of any such
         notice of its or their  desire to include any such  securities  in such
         proposed  registration  statement,  the Issuer shall afford  Yankee and
         such Holders of the Warrants and/or Warrant  Securities the opportunity
         to have any such Warrant Securities  registered under such registration
         statement.

        7.3     Demand Registration.

        (a)    At any time during the term of this  Warrant,  the Holders of the
               Warrants and/or Warrant Securities  representing a "Majority" (as
               hereinafter defined) of such securities (assuming the exercise of
               all of the  Warrants)  shall  have the right  (which  right is in
               addition to the  registration  rights under  Section 7.2 hereof),
               exercisable by written  notice to the Issuer,  to have the Issuer
               prepare  and  file  with  the  Commission,  on  one  occasion,  a
               registration  statement  and such other  documents,  including  a
               prospectus,  as may be  necessary  in the opinion of both counsel
               for the Issuer and  counsel for Yankee and  Holders,  in order to
               comply with the  provisions  of the Act, so as to permit a public
               offering and sale of their respective Warrant Securities for nine
               (9)  consecutive  months by such Holders and any other Holders of
               the  Warrants  and/or  Warrant  Securities  who notify the Issuer
               within ten (10) days after  receiving  notice  from the Issuer of
               such request.


                                      Page 144

<PAGE>


        (b)    The Issuer  covenants  and agrees to give  written  notice of any
               registration  request  under  this  Section  7.3 by any Holder or
               Holders to all other  registered  Holders of the Warrants and the
               Warrant  Securities within (10) days from the date of the receipt
               of any such registration request.

        (c)    Notwithstanding anything to the contrary contained herein, if the
               Issuer  shall not have  filed a  registration  statement  for the
               Warrant  Securities  within the time period  specified in Section
               7.4(a) hereof pursuant to the written notice specified in Section
               7.3(a)  of a  Majority  of the  Holders  of the  Warrants  and/or
               Warrant  Securities,  the  Issuer  agrees  that upon the  written
               notice of election  of a Majority of the Holders of the  Warrants
               and/or  Warrant  Securities it shall  repurchase  (i) any and all
               Warrant  Securities  at higher of the Market Price (as defined in
               Section 8.  l(vi))  per share of Common  Stock on (x) the date of
               the notice sent pursuant to Section  7.3(a) or (y) the expiration
               of the period in Section  7.4(a) and (ii) any and all Warrants at
               such Marker Price less the exercise  price of such Warrant.  Such
               repurchase  shall be in  immediately  available  funds  and shall
               close  within two (2) days after the later of (i) the  expiration
               of the period specified in Section 7.4(a) or (ii) the delivery of
               the written notice of election specified in this Section 7.3(d).

        7.4     Covenants of the Issuer, With Respect to Registration.

     In connection with any  registration  under Section 7.2 or 7.3 hereof,  the
Issuer covenants and agrees as follows:

        (a)    The  Issuer  shall use its best  efforts  to file a  registration
               statement  within  sixty  (60)  days  of  receipt  of any  demand
               therefor,  shall use its best  efforts  to have any  registration
               statements  declared effective at the earliest possible time, and
               shall furnish the Holder desiring to sell Warrant Securities such
               number of prospectuses as shall reasonably be requested.

        (b)    The Issuer shall pay all costs  (excluding  any  underwriting  or
               selling  commissions or over charges of any broker-dealer  acting
               on behalf of Holders),  fees and expenses in connection  with all
               registration statements filed pursuant to Sections 7.2 and 7.3(a)
               hereof  including,  without  limitation,  the Issuer's  legal and
               accounting fees,  printing expenses,  blue sky fees and expenses.
               If the Issuer shall fail to comply with the provisions of Section
               7.4(a),  the Issuer shall,  in addition to any other equitable or
               other relief available to the Holder(s), be liable for any or all
               damages  due  to  loss  of  profit  sustained  by  the  Holder(s)
               requesting registration of its Warrant Securities.

        (c)    The Issuer will take all  necessary  action which may be required
               in qualifying or registering the Warrant Securities included in a
               registration statement for offering and sale under the securities
               or blue sky laws of the state requested by the Holder.

        (d)    The  Issuer  shall   indemnify   the  Holder(s)  of  the  Warrant
               Securities to be sold pursuant to any registration  statement and
               each person,  if any, who controls such Holder within the meaning
               of  Section  15 of the Act or  Section  20(a)  of the  Securities
               Exchange Act of 1934, as amended  ("Exchange  Act"),  against all
               loss, claim, damage, expense or liability (including all expenses
               reasonably  incurred in  investigating,  preparing  or  defending
               against  any claim  whatsoever)  to which any of them may  become
               subject  under the Act, The Exchange  Act or  otherwise,  arising
               from such registration statement.


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<PAGE>

        (e)    Nothing  contained  in  this  Agreement  shall  be  construed  as
               requiring the Holder(s) to exercise  their  Warrants prior to the
               initial filing of any registration statement or the effectiveness
               thereof.

        (f)    The Issuer shall not permit the inclusion of any securities other
               than the Warrant  Securities  to be included in any  registration
               statement  filed  pursuant to Section  7.3 hereof,  or permit any
               other registration statement to be or remain effective during the
               effectiveness  of a  registration  statement  filed  pursuant  to
               Section 7.3  hereof,  without  the prior  written  consent of the
               Holders of the Warrants arid Warrant  Securities  representing  a
               Majority of such  securities  (assuming an exercise of all of the
               Warrants).

        (g)    The Issuer  shall  furnish to each  Holder  participating  in the
               offering, and to each underwriter,  if any, a signed counterpart,
               addressed  to such  Holder or  underwriter,  of (i) an opinion of
               counsel  to  the  Issuer,   dated  the  effective  date  of  such
               registration  statement  (and, if such  registration  includes an
               underwritten  public  offering,  an opinion dated the date of the
               closing  under  the  underwriting  agreement),  and  (ii) a "cold
               comfort"  letter dated the  effective  date of such  registration
               statement  (and, if such  registration  includes an  underwritten
               public offering; a letter dated the date of the closing under the
               underwriting   agreement)   signed  by  the  independent   public
               accountants  who have issued a report on the  Issuer's  financial
               statements included in such registration  statement, in each case
               covering  substantially  the same  matters  with  respect to such
               registration statement (and the prospectus included therein) and,
               in the case of such accountants'  letter,  with respect to agents
               subsequent  to the  date of  such  financial  statements,  are as
               customarily  covered  in  opinions  of  issuer's  counsel  and in
               accountants'  letters  delivered to  underwriters in underwritten
               public offering of securities.

        (h)    The Issuer shall as soon as practicable  after the effective date
               of the registration statement,  and in any event within 15 months
               thereafter,  make "generally  available to its security  holders"
               (within  the  meaning  of Rule 158  under  the  Act) an  earnings
               statement  (which need not be  audited)  complying  with  Section
               11(a) of the Act and covering a period of at least 12 consecutive
               months  beginning  after the effective  date of the  registration
               agreement.

        (i)    The Issuer shall deliver promptly to each Holder participating in
               the  offering   requesting  the   correspondence   and  memoranda
               described  below  and  the  managing  underwriter  copies  of all
               correspondence between the Commission and the Issuer, its counsel
               or auditors and all memoranda  relating to  discussions  with the
               Commission  or  its  staff  with  respect  to  the   registration
               statement  and  permit  the  Holder  and  underwriter  to do such
               investigation,  upon reasonable  advance notice,  with respect to
               information   contained  in  or  omitted  from  the  registration
               statement  as  it  deems  reasonably  necessary  to  comply  with
               applicable  securities laws or rules of the National  Association
               of Securities  Dealers,  Inc. ("NASD").  Such investigation shall
               include access to books, records and properties and opportunities
               to discuss  the  business  of the Issuer  with its  officers  and
               independent  auditors,  all to such reasonable extent and at such
               reasonable times and as often as any such Holder shall reasonably
               request  as  it  deems   necessary  to  comply  with   applicable
               securities laws or NASD rules.


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<PAGE>

        (j)    In addition to the Warrant  Securities,  upon the written request
               therefor  by any  Holder(s),  the  Issuer  shall  include  in the
               registration statement any other securities of the Issuer held by
               such  Holder(s)  as of the date of  filing  of such  registration
               statement,  including  without  limitation,  restricted shares of
               Common  Stock,   options,   warrants  or  any  other   securities
               convertible into shares of Common Stock.

        (k)    For purposes of this Agreement,  the term "Majority" in reference
               to the Holders of Warrants  or Warrant  Securities  shall mean in
               excess of fifty percent (50%) or the then outstanding Warrants or
               Warrant  Securities  that  (i) are not  held  by the  Issuer,  an
               affiliate, officer, creditor, employee or agent thereof or any of
               their  respective  affiliates,  members of their family,  persons
               acting as nominees or in  conjunction  therewith or (ii) have not
               been resold to the public  pursuant to a  registration  statement
               filed with the Commission under the Act.

8.       Adjustments to Exercise and Number of Securities.

        8.1     Computation of Adjusted Exercise Price.

        (a)    Except as hereinafter  provided,  in case the Issuer shall at any
               time  after the date  hereof  issue or sell any  shares of Common
               Stock (other than the  issuances or sales  referred to in Section
               8.7 hereof),  including shares held in the Issuer's  treasury and
               shares of Common  Stock  issued upon the exercise of any options,
               rights or warrants,  to subscribe  for shares of Common Stock and
               shares  of  Common  Stock  issued  upon the  direct  or  indirect
               conversion or exchange of securities  for shares of Common Stock,
               for a  consideration  per share less than the  Exercise  Price in
               effect  immediately  prior to the issuance or sale of such shares
               or the "Market Price" (as defined in Section  8.1(vi) hereof) per
               share  of  Common  Stock  on the  date  immediately  prior to the
               issuance or sale of such shares, or without  consideration,  then
               forthwith  upon such issuance or sale,  the Exercise  Price shall
               (until  another  such  issuance  or sale) be reduced to the price
               (calculated  to the  nearest  full  cent)  equal to the  quotient
               derived  by  dividing  (A) an amount  equal to the sum of (X) the
               product  of (a) the  lower of (i) the  Exercise  Price in  effect
               immediately  prior to such  issuance  or sale and (ii) the Market
               Price per share of Common Stock on the date immediately  prior to
               the issuance or sale of such shares,  in either  event,  reduced,
               but  not  to a  number  which  is  below  .001  by  the  positive
               difference,  if any,  between  the (u) Market  Price per share of
               Common  Stock on the date  immediately  prior to the  issuance or
               sale and (v) the amount per share  received  in  connection  with
               such  issuance  or sale,  multiplied  by (b) the total  number of
               shares  of Common  Stock  outstanding  immediately  prior to such
               issuance  or sale,  plus (Y) the  aggregate  of the amount of all
               consideration,  if any, received by the Issuer upon such issuance
               or sale  by (B) the  total  number  of  shares  of  Common  Stock
               outstanding  immediately  after such issuance or sale;  provided,
               however,  that in no event shall the  Exercise  Price be adjusted
               pursuant  to this  computation  to an  amount  in  excess  of the
               Exercise Price in effect  immediately  prior to such computation,
               except  in the case of a  combination  of  outstanding  shares of
               Common Stock, as provided by Section 8.3 thereof.

        (b)    For the purposes of this Section 8 the term Exercise  Price shall
               mean the  Exercise  Price per share of Common  Stock set forth in
               Section 6 hereof,  as adjusted  from time to time pursuant to the
               provisions of this Section 8.


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        (c)    For the purposes of any computation to be made in accordance with
               this Section 8.1, the following provisions shall be applicable:

                (i) In case of the  issuance  or sale or shares of Common  Stock
                    for a consideration  part or all of which shall be cash. the
                    amount of the cash consideration therefor shall be deemed to
                    be the amount of cash received by the Issuer for such shares
                    (or, if shares of Common Stock are offered by the Issuer for
                    subscription,  the subscription price, or, if either of such
                    securities  shall be sold to  underwriters  or  dealers  for
                    public offering without a subscription  offering the initial
                    public  offering  price)  before  deducting   therefrom  any
                    compensation   paid  or   discount   allowed  in  the  sale,
                    underwriting or purchase  thereof by underwriters or dealers
                    or  others  performing  similar  services,  or any  expenses
                    incurred  in  connection  therewith  and  less  any  amounts
                    payable  to  security  holders  or  any  affiliate  thereof,
                    including  without  limitation,  any  employment  agreement,
                    royalty,  consulting  agreement,  covenant  not to  compete,
                    earned or contingent  payment right or similar  arrangement,
                    agreement or  understanding,  whether  oral or written;  all
                    such amounts shall be valued at the aggregate amount payable
                    thereunder  whether such payments are absolute or contingent
                    and  irrespective  of the period or  uncertainty of payment,
                    the  rate of  interest,  if any,  or the  contingent  nature
                    thereof.

               (ii) In  case  of the  issuance  or  sale  (otherwise  than  as a
                    dividend or over distribution on any stock of the Issuer) of
                    shares of Common  Stock for a  consideration  part or all of
                    which   shall  be  other  than  cash,   the  amount  of  the
                    consideration therefor other than cash shall be deemed to be
                    the value of such  consideration as determined in good faith
                    by the Board of Directors of the Issuer.

             (iii)  Shares of Common Stock  issuable by way of dividend or other
                    distribution  on any stock of the Issuer  shall be deemed to
                    have been issued  immediately  after the opening of business
                    on the day following  the record date for the  determination
                    of  stockholders  entitled to receive such dividend or other
                    distribution and shall be deemed to have been issued without
                    consideration.

              (iv)  The  reclassification of securities of the Issuer other than
                    shares  of Common  Stock  shall be  deemed  to  involve  the
                    issuance of such shares of Common Stock for a  consideration
                    other than cash  immediately  prior to the close of business
                    on the date fixed for the  determination of security holders
                    entitled  to  receive  such  shares,  and the  value  of the
                    consideration allocable to such shares of Common Stock shall
                    be determined as provided in subsection (ii) of this Section
                    8.1.

              (v)   The  number  of  shares  of  Common  Stock  at any one  time
                    outstanding  shall  include the  aggregate  number of shares
                    issued or issuable  (subject to readjustment upon the actual
                    issuance  thereof)  upon the  exercise of  options,  rights,
                    warrants and upon the  conversion or exchange of convertible
                    or exchangeable securities.


                                      Page 148

<PAGE>


             (vi)   As used herein,  the phase "Market  Price" at any date shall
                    be deemed to be the last reported sale price, or, in case no
                    such  reported  sale takes place on such day, the average of
                    the last reported sale prices for the last three (3) trading
                    days, in either case as officially reported by the principal
                    securities  exchange on which the Common  Stock is listed or
                    admitted to trading,  or, if the Common  Stock is not listed
                    or admitted to trading on any national securities  exchange,
                    the  average  closing  bid  price as  furnished  by the NASD
                    through  NASDAQ  or  similar  organization  if  NASDAQ is no
                    longer reporting such information, or if the Common stock is
                    not  quoted  an  NASDAQ,  as  determined  in good  faith  by
                    resolution of the Board of Directors of the Issuer, based on
                    the best information available to it.

        8.2     Options, Rights, Warrants and Convertible and Exchangeable
                Securities.

     In case the Issuer shall at any time after the date hereof  issue  options,
rights or  warrants  to  subscribe  for  shares of  Common  Stock,  or issue any
securities  convertible  into or exchangeable  for shares of Common Stock, for a
consideration  per share  less than the  Exercise  Price in effect or the Market
Price immediately prior to the issuance of such options,  rights or warrants, or
such  convertible or  exchangeable  securities,  or without  consideration,  the
Exercise  Price in effect  immediately  prior to the  issuance of such  options,
rights or warrant, or such convertible or exchangeable  securities,  as the case
may be,  shall be  reduced  to a price  determined  by making a  computation  in
accordance with the provisions of Section 8.1 hereof, provided that:

        (l)    The aggregate  maximum  number of shares of Common Stock,  as the
               case may be,  issuable  under such  options,  rights or  warrants
               shall be  deemed to be issued  and  outstanding  at the time such
               options,  rights or warrants were issued, and for a consideration
               equal to the minimum  purchase  price per share  provided  for in
               such  options,  rights or warrants at the time of issuance,  plus
               the consideration (determined in the same manner as consideration
               received  on the issue or sale of shares in  accordance  with the
               terms of the Warrants),  if any,  received by the Issuer for such
               options, rights or warrants.

         (2)   The aggregate  maximum  number of shares of Common Stock issuable
               upon  conversion or exchange or any  convertible or  exchangeable
               securities  shall be deemed to be issued and  outstanding  at the
               time of  issuance  of such  securities,  and for a  consideration
               equal to the  consideration  (determined  in the same  manner  as
               consideration  received  on the issue or sale of shares of Common
               Stock in accordance  with the terms of the Warrants)  received by
               the Issuer for such securities,  plus the minimum  consideration,
               if any,  receivable by the Issuer upon the conversion or exchange
               thereof.

         (3)   If any change shall occur in the price per share  provided for in
               any of the optional rights or warrants  referred to in subsection
               (a) of this  Section  8.2, or in the price per share at which the
               securities  referred to in subsection (b) of this Section 8.2 are
               convertible or exchangeable,  such options, rights or warrants or
               conversion  or  exchange  rights,  as the case  may be,  shall be
               deemed to have expired or  terminated on the case when such price
               change  became  effective  in respect  of shares not  theretofore
               issued  pursuant  to  the  exercise  or  conversion  or  exchange
               thereof,  and the Issuer shall be deemed to have issued upon such
               date  new  options,   rights  or  warrants,   or  convertible  or
               exchangeable securities at the new price in respect of the number
               shares  issuable  upon the  exercise of such  options,  rights or
               warrants or the  conversion  or exchange of such  convertible  or
               exchangeable securities.


                                      Page 149

<PAGE>


        8.3     Subdivision and Combination.

     In case the Issuer shall at any time  subdivide or combine the  outstanding
shares of Common Stock,  the Exercise Price shall  forthwith be  proportionately
decreased in the case of subdivision or increased in the case of combination.

        8.4     Adjustment in Number of Securities.

     Upon each  adjustment of the Exercise  Price  pursuant to the provisions of
this  Section 8, the number of  Securities  issuable  upon the  exercise of each
Warrant  shall be adjusted to the nearest full amount by  multiplying,  a number
equal to the Exercise Price in effect  immediately  prior to such  adjustment by
the  number  of  Warrant  Securities  issuable  upon  exercise  of the  Warrants
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

        8.5     Definition of Common Stock.

     For the purpose of this  Agreement,  the term "Common Stock" shall mean (i)
the  class  of  stock   designated  as  Common  Stock  in  the   Certificate  of
Incorporation of the Issuer as may be amended as of the date hereof, or (ii) any
other class of stock resulting from successive changes or  reclassifications  of
such Common Stock  consisting  solely of changes in par value, or from par value
to no par value, or from no par value to par value. In the event that the Issuer
shall after the date hereof issue  securities  with  greater or superior  voting
rights than the shares of Common Stock  outstanding  as of the date hereof,  the
Holder, at its option, may receive upon exercise of any Warrant either shares of
Common Stock or a like number of such securities with greater or superior voting
rights.

        8.6     Merger or Consolidation.

     In care of any  consolidation  of the Issuer with,  or merger of the Issuer
with,  or  merger  of  the  Issuer  into,  another  corporation  (other  than  a
consolidation or merger which does not result in any  reclassification or change
of the outstanding  Common Stock),  the corporation formed by such consolidation
or merger  shall  execute  and  deliver  to the  Holder a  supplemental  warrant
agreement  providing  that the holder of each Warrant then  outstanding or to be
outstanding  shall  have the right  thereafter  (until  the  expiration  of such
Warrant) to receive upon exercise of such warrant, the kind and amount of shares
of stock and other securities and property receivable upon such consolidation or
merger,  by a holder of the  number of shares of Common  Stock of the Issuer for
which  such  warrant  might  have  been  exercised  immediately  prior  to  such
consolidation,  merger,  sale or transfer.  Such supplemental  warrant agreement
shall  provide for  adjustments  which  shall be  identical  to the  adjustments
provided in Section 8. The above  provision of this  Subsection  shall similarly
apply to successive consolidations or mergers.

        8.7     No Adjustment of Exercise Price in Certain Cases.

     No adjustment of the Exercise Price shall be made:

        (a)    Upon the issuance or sale of the Warrants or the shares of Common
               Stock issuable upon the exercise of the Warrants; or

        (b)    If the  amount  of said  adjustment  shall  be less  than 2 cents
               ($.02) per  Security,  provided,  however,  that in such case any
               adjustment that would otherwise be required then to be made shall
               be carried  forward and shall be made at the time of and together
               with the next  subsequent  adjustment  which,  together  with any
               adjustment so carried  forward,  shall amount to at least 2 cents
               ($.02) per Security.


                                      Page 150

<PAGE>

        8.8     Dividends and Other Distributions.

     In the event that the Issuer shall at any time prior to the exercise of all
Warrants declare a dividend (other then a dividend  consisting  solely of shares
of  Common  Stock) or  otherwise  distribute  to its  stockholders  any  assets,
property,  rights,  evidences of  indebtedness,  securities (over than shares of
Common Stock), whether issued by the Issuer or by another, or any other thing of
value, the Holders of the unexercised Warrants shall thereafter be entitled,  in
addition  to the  shares  of  Common  Stock or  other  securities  and  property
receivable  upon the  exercise  thereof,  to receive,  upon the exercise of such
Warrants,  the  same  property,   assets,  rights,  evidences  of  indebtedness,
securities  or any other  thing of value that they would have been  entitled  to
receive at the time of such dividend or distribution as if the Warrants had been
exercised immediately prior to such dividend or distribution. At the time of any
such dividend or  distribution,  the Issuer shall make  appropriate  reserves to
ensure the timely performance of the provisions of this Subsection 8.8.

9.       Exchange and Replacement of Warrant Certificates

(a)  Each  Warrant  Certificate  is  exchangeable  without  expense,   upon  the
     surrender  thereof  by the  registered  Holder at the  principal  executive
     office of the Issuer, for a new Warrant  Certificate of like tenor and date
     representing  in the  aggregate  the right to  purchase  the same number of
     Securities  in such  denominations  as shall be  designated  by the  Holder
     thereof at the time of such surrender.

(b)  Upon by the  Issuer  of  evidence  reasonably  satisfactory  to it of loss,
     theft,  destruction or mutilation of any Warrant Certificate,  and, in case
     of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
     satisfactory  to it,  and  reimbursement  to the  Issuer of all  reasonable
     expenses  incidental  thereto,  and upon surrender and  cancellation of the
     Warrants  if  mutilated,  the Issuer  will make and  deliver a new  Warrant
     Certificate of like tenor, in lieu thereof.

10.      Elimination of Fractional Interests.

     The  Issuer  shall  not be  required  to  issue  certificates  representing
fractions of shares of Common Stock upon the exercise of the Warrants, nor shall
it be required to issue scrip or pay cash in lieu of  fractional  interests,  it
being  the  intent  of the  parties  that  all  fractional  interests  shall  be
eliminated  by rounding any fraction up to the nearest whole number of shares of
Common Stock or other securities, properties or rights.

11.      Reservation and Listing of Securities.

     The  Issuer  shall  at all  times  reserve  and keep  available  out of its
authorized  shares of Common Stock,  solely for the purpose of issuance upon the
exercise  of the  Warrants,  such  number of  shares  of  Common  Stock or other
securities  properties or rights as shall be issuable upon the exercise thereof.
The Issuer  covenants and agrees that, upon exercise of the Warrants and payment
of the Exercise Price  therefor,  all shares of Common Stock and over securities
issuable  upon such  exercise  shall be duly and  validly  issued,  fully  paid,
non-assessable  and not subject to the preemptive rights of any stockholder.  As
long as the Warrants shall be outstanding, the Issuer shall use its best efforts
to cause all shares of Common Stock  issuable  upon the exercise of the Warrants
to be  listed  (subject  to  official  notice  of  issuance)  on all  securities
exchanges on which the Common Stock issued to the public in connection  herewith
may then be listed and/or quoted NASDAQ.


                                      Page 151

<PAGE>

12.      Notice to Warrant Holders.

     Nothing  contained in this Agreement  shall be consented as conferring upon
the  Holders  the  right  to  vote  or to  consent  or to  receive  notice  as a
stockholder  in respect of any  meetings  of  stockholders  for the  election of
directors  or  any  other  manner,  or as  having  any  rights  whatsoever  as a
stockholder of the Issuer.  If, however,  at any time prior to the expiration of
the Warrants and their exercise, any of the following events shall occur:

(a)  the Issuer shall take a record of the holders of its shares of Common Stock
     for the purpose of  entitling  them to receive a dividend  or  distribution
     payable otherwise than in cash, or a cash dividend or distribution  payable
     otherwise  than out of current or retained  earnings,  as  indicated by the
     accounting  treatment of such dividend or  distribution on the books of the
     Issuer; or

(b)  the  Issuer  shall  offer  to all  the  holders  of its  Common  Stock  any
     additional shares of capital stock of the Issuer or securities  convertible
     into or exchange for shares of capital stock of the Issuer,  or any option,
     right or warrant to subscribe therefor: or

(c)  a  dissolution,  liquidation  or  winding  up of the  Issuer  other than in
     connection  with  a   consolidation   or  merger)  or  a  sale  of  all  or
     substantially all of its property, assets and business as an entirety shall
     be proposed;  then, in any one or more of said events the Issuer shall give
     notice of such event at last fifteen (15) days prior to the date fixed as a
     record  date  or the  date  of the  closing  the  transfer  books  for  the
     determination of the stockholders entitled to such dividend,  distribution,
     convertible or exchangeable  securities or subscription rights, or entitled
     to vote on such proposed dissolution, liquidation, winding up or sale. Such
     notice  shall  specify such record date or the date of closing the transfer
     books, as the case may be.

(d)  Failure  to give such  notice or any  defect  herein  shall not  affect the
     validity of any action taken in connection  win the  declaration or payment
     of any such dividend,  or the issuance of any  convertible or  exchangeable
     securities,  or subscription rights,  options or warrants,  or any proposed
     dissolution, liquidation winding up or sale.

13.      Notices.

     All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered,  or mailed
registered or certified mail, return receipt requested:

(a)  If the Holders,  The Yankee Companies,  Inc., to 902 Clint Moore Road, 136;
     Boca Raton,  Florida  33487,  with a copy to 1941  Southeast  51st Terrace,
     Ocala,  Florida 34471,  and as otherwise listed on the books of the Issuer,
     or

(b)  If to the  Issuer,  to the address set forth in Section 3 hereof or to such
     other address as the Issuer may designate by notice to the Holders.

14.      Supplements and Amendments.

     Except as otherwise  expressly  provided  herein,  the  provisions  of this
Agreement may be amended or waived at any time only by the written  agreement of
the parties hereto. Any waiver, permit, consent or approval of kind or character
on the part of each Company or the Holder of any  provisions  or  conditions  of
this Agreement must be made in writing and shall be effective only in the extent
specifically set forth in such writing.

15.      Successors.

     All the covenants and  provisions of this  Agreement  shall be binding upon
and  inure to the  benefit  of the  Issuer,  the  Holder  and  their  respective
successors and assigns hereunder.

                                      Page 152

<PAGE>

16.      Governing Law; Submission to Jurisdiction.

(a)  This  Agreement  and each Warrant  Certificate  issued  hereunder  shall be
     deemed to be a contract  made under the laws of the State of  Delaware  and
     for all the purposes shall be construed in accordance with the laws of said
     State  without  giving  effect to the  rules of said  State  governing  the
     conflicts of laws.

(b)  The Issuer and the Holder hereby agree that any action, proceeding or claim
     against it arising out of, or relating in any way to, this Agreement  shall
     be  brought  and  enforced  in the courts of the State of Florida or of the
     United  Slates  of  America  for the  Southern  District  of  Florida,  and
     irrevocably  submits  to such  jurisdiction,  which  jurisdiction  shall be
     exclusive.  The  Issuer,  and  the  Holder  hereby  irrevocably  waive  any
     objection to such exclusive  jurisdiction or inconvenient  forum.  Any such
     process or  summons to be served  upon any of the Issuer and the Holder (at
     the option of the party  bringing such action,  proceeding or claim) may be
     served by  transmitting  a copy thereof,  by registered or certified  mail,
     return receipt requested, postage prepaid, address it at the address as set
     forth in Section 13 hereof.  Such mailing shall deemed personal service and
     shall  be legal  and  binding  upon the  party  so  served  in any  action,
     proceeding  or claim.  The Issuer and the Holder agree that the  prevailing
     party(ies)  in any such action or  proceeding  shall be entitled to recover
     from the other  party(ies)  all of  its/their  reasonable  legal  costs and
     expenses   relating  to  such  action  or  proceeding  and/or  incurred  in
     connection with the preparation therefor.

17.      Entire Agreement  Modification.

     This Agreement and the Purchase  Agreement (to the extent portions  thereof
are  referred to herein)  contain the entire  understanding  between the parties
hereto  with  respect to the  subject  matter  hereof and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

18.      Severability.

     If any  provision  of  this  Agreement  shall  be  held  to be  invalid  or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.

19.      Captions.

     The caption  headings of the Sections of this Agreement are for convenience
of reference only and are not intended,  nor should they be construed as, a part
of this Agreement and shall be given no substantive effect.

20.      Benefits of this Agreement.

     Nothing  in this  Agreement  shall be  construed  to give to any  person or
corporation  over than the Issuer and the Holder any legal or  equitable  right,
remedy or claim under this  Agreement;  and this Agreement shall be for the sole
and exclusive 'benefit of the Issuer and the Holder.

21.      Counterparts.

     This  Agreement may be executed in any number of  counterparts  and each of
such counterparts shall for all purposes be deemed to be an original,  and, such
counterparts shall together constitute but one and the same instrument.


     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/ Richard C. Peplin, Jr.
                                               Richard C. Peplin, Jr., President
Dated:  February 2, 1999

                                                      The Yankee Companies, Inc.
----------------------------

____________________________               By:      Leonard Miles Tucker
                                               Leonard Miles Tucker, President
Dated:  February 5, 1999

                                      Page 153
<PAGE>

                                   EXHIBIT A-1
                          FORM OF WARRANT CERTIFICATE

     THE  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  AND THE OTHER  SECURITIES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i)
AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933. (ii) TO
THE EXTENT  APPLICABLE,  RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

     THE TRANSFERS OR EXCHANGE OF THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE
IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

       EXERCISABLE ON OR BEFORE5:30 P.M., NEW YORK TIME, JANUARY 15, 2000

No.SB-1                                                 8,066,326 Warrants

                              Warrant Certificate

     This  Warrant  Certificate  certifies  that The Yankee  Companies,  Inc., a
Florida  corporation,  or  registered  assigns,  is  the  registered  holder  of
8,066,326 Warrants to purchase initially,  at any time from June 30, 1999, until
5:30 p.m. New York time on January 15, 2000 ("Expiration  Date") up to 8,066,326
fully-paid and non-assessable  shares of common stock, $0,01 par value per share
("Common Stock") of Colmena Corp., a Delaware corporation (the "Issuer"),  at an
initial  exercise price,  subject to adjustment in certain events (the "Exercise
Price"),  of $0.005 per share of Common  Stock,  upon  surrender of this Warrant
Certificate  and  payment  of the  Exercise  Price at an office or agency of the
Issuer or by surrender of this Warrant Certificate in lieu of cash payment,  but
subject to the conditions set forth herein and in the Warrant Agreement dated as
of April 4, 1995  between  the  Issuer  and The  Yankee  Companies,  Inc.,  (the
"Warrant  Agreement").  Payment of the Exercise Price shall be made by certified
or official bank check in New York Clearing  House funds payable to the order of
the Issuer.

     No  Warrant  may be  exercised  after  5:30  p.m.  New  York  time,  on the
Expiration  Date, at which time all Warrants  evidenced  hereby unless exercised
prior thereto, hereby shall thereafter be void.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and  is  hereby  referred  to  for  a  description  of  the  rights,
obligations, duties and immunities thereunder of the Issuer and the holders (the
words "holders" or "holder" meaning the registered holders or registered holder)
of the Warrants.

     In Witness  Whereof,  this  instrument  has been  executed  by the  Issuer,
effective as of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence

                                                                  Colmena Corp.
----------------------------

____________________________               By:  /s/ Richard C. Peplin, Jr.
                                               Richard C. Peplin, Jr., President
         [CORPORATE SEAL]
                                              Attest: /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsay, Secretary
Dated: February 3, 1999





                                      Page 154
<PAGE>



                                  Colmena Corp.

                                     Warrant

                                  Exercise Form

Date: _________ ___, ____

     The Undersigned  hereby  irrevocably elects to exercise the subject Warrant
to the extent of purchasing ___ Shares and:

(A)  [__] Hereby makes payment of $______, the actual exercise price thereof; or

(B)  [__] Avails itself of the cashless exercise rights granted herein.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                      Please type or print in block letters

                              ---------------------
                                     (Name)

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

                        --------------------------------
                                    (Address)



                       Signature: _______________________

                                      Page 155
<PAGE>



                                 ASSIGNMENT FORM

     FOR VALUE  RECEIVED,  The Yankee  Companies,  Inc., a Florida  corporation,
hereby sells, assigns and transfer unto:

                     (Please type or print in block letters)

                         -------------------------------
                                     (Name)

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

                        -------------------------------
                                    (Address)

the right to purchase Shares represented by this Warrant to the extent of ______
Shares  to  which  the  within  Warrant  relates,  and does  hereby  irrevocably
constitute and appoint  ________________  attorney,  to transfer the same on the
books of the Issuer with full power of substitution in the premises.

Dated: ____ ___, 199_

                       Signature: _______________________

                        Leonard Miles Tucker, President
                         of The Yankee Companies, Inc.,
                             a Florida corporation

NOTICE:   The signatures to this partial  assignment of Warrant must  correspond
          with  the  name as  written  upon  the  face of the  Warrant  in every
          particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:



IMPORTANT:     SIGNATURE  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A
               REGISTERED  NATIONAL  EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
               COMPANY!

                                      Page 156