Warrant Agreement

         THIS  WARRANT  AGREEMENT,  originally  dated as of January 5, 1999,  as
amended on December  30, 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
"Yankees").

                                    Preamble:

         WHEREAS,  the  Issuer  and  Yankees  entered  into a certain  strategic
consulting  agreement dated January 5, 1999, which was amended at the request of
the Issuer on or about January 2, 2000  (hereinafter the "Advisory  Agreement"),
pursuant to which Yankees is entitled to receive certain compensation, including
among other things,  warrants  ("Warrants")  to purchase  shares of the Issuer's
capital  stock,  $0.01 par  value  per  share in an  amount  equal to 75% of the
Issuer's  authorized and reserved  capital stock (the term "Capital Stock" being
defined for purposes of this  Agreement as all equity  securities  or securities
convertible into equity securities or exchangeable thereof,  including.  without
limitation , common stock,  preferred stock,  convertible  debentures,  options,
warrants,  etc.),  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 December 31, 2002,
         shares of the Issuer's  Capital Stock , $0.01 par value per share in an
         amount equal to 75% of the  Issuer's  authorized  and reserved  Capital
         Stock (the term "reserved" referring to Capital Stock that although not
         issued,   has  been   allocated  for  issuance   pursuant  to  existing
         agreements,    options,    warrants    or    reasonably    contemplated
         contingencies"), as provided in Sections 6 and 8 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

(a)      The Warrants  initially are exercisable at an aggregate  exercise price
         of  $80,000  (allocated  to the shares of Capital  Stock  purchases  as
         provided in Section 8 hereof) as 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.


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(b)      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 Capital 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 Capital Stock so purchased.

(c)      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 Capital Stock  underlying  the
         Warrants).

(d)      Warrants  may  be  exercised  to  purchase all or part of the shares of
         Capital Stock  represented thereby.

(e)      In the case of the  purchase  of less than all the  shares  of  Capital
         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 Capital Stock .

         3.2              Exercise by Surrender of Warrant.

(a)       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  Capital  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  highest  closing
          offering price for the Issuer's Capital Stock 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,  less  the  Adjusted  Exercise  Price on such  date,  and the
          denominator of which is such Market Price.

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

4.       Issuance of Certificates.

(a)       Upon the exercise of the Warrant,  the  issuance of  certificates  for
          shares of  Capital  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 and 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.


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(b)       The Warrant Certificates and the certificates  representing the shares
          of Capital 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.

(c)       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.

(a)      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.

(b)      Notwithstanding  the foregoing,  the Warrants are fully transferable if
         the transfer is effected in compliance with  applicable  securities and
         corporate laws and in accordance with the Uniform  Commercial  Code, as
         adopted in the State of Delaware.

6.        Exercise Price.

        6.1     Initial and Adjusted Exercise Price.

(a)      The Initial Exercise Price per  share  of Capital Stock  was  the price
         obtained by dividing the sum of $40,000 by

(b)      The result obtained by:

         (1)      Dividing the total outstanding  shares of the Issuer's Capital
                  Stock and the total shares of Capital  Stock that although not
                  issued,  had been allocated for issuance  pursuant to existing
                  agreements,   options,  warrants  or  reasonably  contemplated
                  contingencies  on the original  date of this  Agreement by 49;
                  and

         (2)      Multiplying the result by 51.

(b)      The  Adjusted  Exercise  Price  per  share of  Capital  Stock  shall be
         determined  at each time any portion of this  Warrant is  exercised  as
         follows:

         (1)      The  aggregate  number of shares  subject to this Warrant will
                  first be determined by adding the total outstanding  shares of
                  the  Issuer's  Capital  Stock and the total  shares of Capital
                  Stock  that  although  not  issued,  have been  allocated  for
                  issuance pursuant to existing agreements, options, warrants or
                  reasonably contemplated contingencies, and that total shall be
                  multiplied by three (the "Aggregate Warrant Shares");

         (2)      The aggregate number of shares  heretofore issued upon partial
                  exercises of this Warrant (the "Issued Warrant  Shares") shall
                  be subtracted from the Aggregate  Warrant  Shares,  the result
                  being  hereinafter  referred  to  as  the  "Remaining  Warrant
                  Shares;"


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         (3)      The aggregate payments for the Issued Warrant Shares as of the
                  date of exercise (but prior to the exercise in question)  will
                  be subtracted from the sum of $80,000, and the remainder shall
                  be divided  by the number of  Remaining  Warrant  Shares,  the
                  result  being the then current  exercise  price per share (the
                  "Adjusted Exercise Price").

         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)      (1)   The  Warrants  and the  shares of  Capital  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.

         (2)   Upon exercise, in part or in whole, of the Warrants, certificates
               representing the shares of Capital 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,  including
         the exemption referred to as the 4(1)1/2 exemption.

         7.2     Piggyback Registration.

(a)      If,  at any time  during  the five  year  period  commencing  after the
         original  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 days prior to
         the filing of each registration  statement, to Yankees and to all other
         Holders of the Warrants and/or the Warrant  Securities of its intention
         to do so.

(b)      If Yankees 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 Yankees and
         such Holders of the Warrants and/or Warrant  Securities the opportunity
         to have any such Warrant Securities  registered under such registration
         statement.


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<PAGE>

         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 Yankees 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.

(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  3.2(a) per share of Capital  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.

(d)       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.

(c)       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.

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<PAGE>



(d)      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.

(e)      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.

(f)      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.

(g)      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).

(h)       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.

(i)      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.

(j)      (1)   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").


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<PAGE>

         (2)   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.

(k)      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 Capital Stock , options,  warrants or
         any other securities convertible into shares of Capital Stock .

(l)      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 of the then outstanding Warrants or Warrant Securities that:

         (1)      Are not held by the Issuer,  an affiliate (for purposes hereof
                  the  term  affiliate  not  including  Yankees,  its  officers,
                  directors, stockholders or their families), 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

         (2)      Have  not been resold to the public pursuant to a registration
                  statement filed with the Commission under the Act.

8.       Other Adjustments in Exercise Price

         8.1     Subdivision and Combination.

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

         8.2     Adjustment in Number of Securities.

          Upon each  adjustment of the Adjusted  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.

         8.3              Definition of Capital Stock .

(a)     For the purpose of this Agreement, the term "Capital Stock " shall mean:

         (1)      The  class  of  stock  designated  as  Capital  Stock  in  the
                  Certificate of  Incorporation of the  Issuer as may be amended
                  as of the date hereof, or


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<PAGE>


         (2)      Any other class of stock resulting from successive  changes or
                  reclassifications  of such Capital Stock consisting  solely of
                  changes  in par value,  or from par value to no par value,  or
                  from no par value to par value.

(b)      In the  event  that  the  Issuer  shall  after  the date  hereof  issue
         securities  with greater or superior  voting  rights than the shares of
         Capital Stock  outstanding  as of the date hereof,  the Holder,  at its
         option,  may receive  upon  exercise of any  Warrant  either  shares of
         Capital  Stock or a like  number of such  securities  with  greater  or
         superior voting rights.

         8.4     Merger or Consolidation.

(a)      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  Capital  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 Capital
         Stock of the Issuer for which such  warrant  might have been  exercised
         immediately prior to such consolidation, merger, sale or transfer.

(b)      Such supplemental warrant agreement shall provide for adjustments which
         shall be identical to the adjustments provided in Sections 6 and 8.

(c)      The  provisions  of  this  Subsection  8.4  shall  similarly  apply  to
         successive consolidations or mergers.

         8.5     No Adjustment of Exercise Price in Certain Cases.

         No  adjustments of the Exercise Price for the reasons set forth in this
         Section 8 shall be made upon the  issuance  or sale of the  Warrants or
         the shares of Capital Stock issuable upon the exercise of the Warrants.

         8.6              Dividends and Other Distributions.

(a)      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  Capital  Stock ) or  otherwise  distribute  to its
         stockholders any assets,  property,  rights, evidences of indebtedness,
         securities  (over than shares of Capital 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 Capital  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.

(b)      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 8.6.


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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 Capital 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  Capital  Stock  or  other
         securities,  properties or rights.

11.     Reservation and Listing of Securities.

(a)      The Issuer  shall at all times  reserve and keep  available  out of its
         authorized shares of Capital Stock , solely for the purpose of issuance
         upon the  exercise  of the  Warrants,  such number of shares of Capital
         Stock or other  securities  properties  or rights as shall be  issuable
         upon the exercise thereof.

(b)      The Issuer covenants and agrees that, upon exercise of the Warrants and
         payment of the Exercise Price therefor, all shares of Capital 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.

(c)      As long as the Warrants shall be outstanding,  the Issuer shall use its
         best  efforts to cause all shares of Capital  Stock  issuable  upon the
         exercise of the  Warrants to be listed  (subject to official  notice of
         issuance) on all securities exchanges on which the Capital Stock issued
         to the public in connection  herewith may then be listed and/or quoted,
         for purposes hereof the NASDAQ stock market being deemed  equivalent to
         a stock exchange.

12.      Notice to Warrant Holders.

(a)      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.

(b)      If,  however, at  any  time prior to the expiration of the Warrants and
         their exercise, any of the following events shall occur:

         (1)      the Issuer shall take a record of the holders of its shares of
                  Capital  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

                                    Page 171

<PAGE>


         (2)      the Issuer shall offer to all the holders of its Capital 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

         (3)      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

(c)      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.

(d)      Such  notice  shall specify such record date or the date of closing the
         transfer books, as the case may be.

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 to the Holders, The  Yankee  Companies, Inc., to  Crystal  Corporate
         Center;  2500  North  Military  Trail, Suite 225-A; Boca Raton, Florida
         33431, 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  reflected  in the  records  of the
         Securities  and Exchange  Commission  maintained on its EDGAR  Internet
         site or to such other  address as the Issuer may designate by notice to
         the Holders.

14.      Supplements and Amendments.

(a)      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.

(b)      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 172


<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.

(c)      The  Issuer, and  the  Holder hereby irrevocably waive any objection to
         such exclusive jurisdiction or inconvenient forum.

(d)      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.

(e)      Such  mailing  shall  deemed   personal  service and shall be legal and
         binding upon the party so served in any action, proceeding or claim.

(f)      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.



                                      Page  173
<PAGE>


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/ Anthony Q. Joffe
                                                   Anthony Q. Joffe, President
Dated: December 30, 1999



                                                      The Yankee Companies, Inc.

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

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

Dated: December 30, 1999


                                      Page 174


<PAGE>

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 BEFORE 5:30 P.M., NEW YORK TIME, December 31, 2002

Certificate Number SB-2

         This Warrant Certificate  certifies that The Yankee Companies,  Inc., a
Florida  corporation,  or  registered  assigns,  is the  registered  holder (the
"Holder" or  "Yankees")  of a warrant to purchase,  at any time from January 15,
1999, until 5:30 p.m. New York time on December 31, 2002 ("Expiration  Date") an
aggregate  number of shares of Capital Stock (the  "Capital  Stock ") of Colmena
Corp., a Delaware  corporation (the "Issuer"),  determined,  on each occasion on
which this Warrant is exercised by:

(a)      Adding the total  outstanding  shares of the Issuer's Capital Stock and
         the total shares of Capital Stock that  although not issued,  have been
         allocated  for  issuance  pursuant  to  existing  agreements,  options,
         warrants or reasonably contemplated contingencies, and multiplying that
         total by three (the "Aggregate Warrant Shares"); and

(b)      Subtracting therefrom the aggregate number of shares theretofore issued
         upon  any  partial  exercises  of this  Warrant  (the  "Issued  Warrant
         Shares"),  the result  being  hereinafter  referred to as the  "Warrant
         Shares."

                                     Terms:

1.       The payments per share  required  upon exercise of this Warrant will be
         determined  by  subtracting  the  aggregate of payments made under this
         Warrant prior to the exercise in question from the sum of $80,000,  and
         dividing the  remainder by the number of  Remaining  Warrant  Shares at
         such time,  the result being the then current  exercise price per share
         (the "Adjusted Exercise Price").

2.       As of the  date  hereof, this Warrant Certificate has been exercised to
         the  extent of 6,000,000 shares of Capital Stock  for which Yankees has
         paid $30,000.

3.       Future  exercise of this Warrant shall be effected by surrender of this
         Warrant  Certificate  and payment of the Adjusted  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  originally  dated  as of
         January 5, 1998,  as amended on December 30,  1999,  between the Issuer
         and The Yankee Companies, Inc., (the "Warrant Agreement").

4.       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, unless the cashless exercise option has been elected.

                                      Page 175


<PAGE>


5.       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.

6.       The rights  evidenced  by this Warrant  Certificate  are part of a duly
         authorized issue of Warrants pursuant to the Warrant Agreement which 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/ Anthony Q. Joffe
                                                  ----------------------------
                                                     Anthony Q. Joffe, President
         [CORPORATE SEAL]
                                             Attest: /s/ Vanessa H. Lindsey
                                                  -----------------------------
                                                   Vanessa H. Lindsay, Secretary
Dated: December 30, 1999





                                      Page  176


<PAGE>



                                  Colmena Corp.
                              Warrant Exercise Form

Dated:   ________________

         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 and for
          purposes  thereof  asserts  that the Market  Price (as  defined in the
          Warrant  Agreement")  for purposes of determining  the quantity of the
          Capital  Stock  Issuable and the  quantity of the Capital  Stock to be
          canceled in lieu of payment is $_____ per share.

                         (To be completed by the Issuer)


         The Issuer agrees with the Market Price  determination set fort[ ]y the
Holder:

         The Issuer does not agree with the Market Price determination set forth
         by the Holder and instead, asserts that the Market is $_____ per share:
         [ ]

         In the event that the Issuer and the Holder  cannot agree on the Market
         Price  within  three  business  days  following  the date  this form us
         submitted  by  the  Holder,   the  Issuer  must  initiate  the  dispute
         resolution procedures established in the Warrant Agreement.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                      Please type or print in block letters

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

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

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


                       Signature: _______________________

NOTICE:           The  signatures  to this  exercise 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 177


<PAGE>


                                  Colmena Corp.
                                 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  Certificate  to the
extent  of  ______  Shares  to which  this  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: _____________________

                               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  178