Settlement Agreement

     This Settlement Agreement (the "Agreement") is made and entered into by and
among  Colmena  Corp.,  a publicly  held  Delaware  corporation  with a class of
securities  registered under Section 12(g) of the Securities and Exchange Act of
1934, as amended ("Colmena" and the "Exchange Act," respectively);  Madhu Sethi,
a Florida  resident  ("Mr.  Sethi") and Ila Sethi,  Mr.  Sethi's  spouse  ("Mrs.
Sethi;" Mr. Sethi and Mrs. Sethi being hereinafter  collectively  referred to as
"Mr. & Mrs. Sethi"), Colmena and Mr. & Mrs. Sethi being collectively referred to
as the "Parties" and each being sometimes hereinafter generically referred to as
a "Party").

                                    Preamble:

     WHEREAS,  the Parties have engaged in a series of business  agreements  and
transactions  involving  Colmena,  and,  for their mutual  benefit,  the Parties
desire to settle all outstanding issues and commitments:

     NOW,  THEREFORE,  in consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  the Parties,  intending to be legally bound,
hereby agree as follows:

                                   Witnesseth:

First:            Terms of Settlement

     In consideration for the material and substantial assistance being rendered
by Mr. Sethi to Colmena on numerous  matters and in  settlement  of all of their
outstanding  claims  against each other and their members,  partners,  officers,
directors,  agents and affiliates,  Mr. & Mrs. Sethi and Colmena hereby agree to
an accord and satisfaction of all of their rights,  obligations and liabilities,
on the following terms:

A.   In full payment of all obligations to Mr. & Mrs. Sethi and their affiliates
     owed by Colmena., and its affiliates,  from the beginning of time until the
     date of this Agreement,  as well as in consideration for the extinguishment
     of all agreements between them, Colmena hereby agrees to:

         1.    Use  its  best  efforts  to  include  Mr.  &  Mrs.  Sethi  in any
               settlements  of  the  current  dispute  with  Deutsche  Financial
               Services Corporation ("DFSC"); and

         2.    Immediately  issue to Mr. & Mrs.  Sethi,  as joint  tenants  with
               right of survivorship,  250,000 shares of Colmena's common stock,
               $0.01 per share par value,  such shares  being issued in reliance
               on  the  exemption  from  registration   requirements  under  the
               Securities  Act of  1933,  as  amended  (the  "Securities  Act"),
               provided  by  Section  4(2)  thereof,   and  the  exemption  from
               registration under the Florida Securities and Investor Protection
               Act, as amended (the "Florida Blue Sky Act"), provided by Section
               517.061(11) thereof.

B.   Mr. & Mrs. Sethi hereby represent, warrant and covenant as follows:

                                      Page 320

<PAGE>


         (1)   All of the Stock  will bear  legends  restricting  its  transfer,
               sale,  conveyance  or  hypothecation  unless such Stock is either
               registered  under the  provisions of Section 5 of the  Securities
               Act and the Florida Blue Sky Act, or an opinion of legal counsel,
               in form and substance satisfactory to legal counsel to Colmena is
               provided by Mr. & Mrs. Sethi to the effect that such registration
               is not required as a result of applicable exemptions therefrom;

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

         (3)   Mr. & Mrs.  Sethi  are each  acquiring  the  Stock  for their own
               account,  for  investment  purposes  only, and not with a view to
               further sale or distribution; and

         (4)   Mr. & Mrs.  Sethi  or  their  advisors  have  examined  Colmena's
               Exchange Act filings  posted on the United States  Securities and
               Exchange  Commission's  EDGAR system and are fully  familiar with
               Colmena and its operations as a result of their prior association
               therewith,   having  also  questioned   Colmena's   officers  and
               directors  as to all  matters  involving  Colmena  as Mr.  & Mrs.
               Sethi' deemed appropriate.

C.   In consideration for the foregoing,  Mr. & Mrs. Sethi hereby relinquish all
     rights,  whether accrued or inchoate,  under any agreements between them or
     their  affiliates and Colmena and its affiliates,  other than those created
     by this Agreement.

Second:  Mutual Releases

     In  consideration  for  the  exchange  of  covenants  reflected  above  but
excepting only the  obligations  created by this  Agreement,  the Parties hereby
each  release,  discharge  and  forgive  the  other,  and  each  of the  others'
subsidiaries,  affiliates,  members, officers,  directors,  partners, agents and
employees from any and all  liabilities,  whether current or inchoate,  from the
beginning of time until the date of this Agreement.

Third:   Miscellaneous

3.1      Amendment.

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party  against  which such  modification,  waiver,  amendment,  discharge or
change is sought.

3.2      Notice.

     All notices,  demands or other  communications  given hereunder shall be in
writing  and shall be deemed to have been duly given on the first  business  day
after mailing by United  States  registered or unaudited  mail,  return  receipt
requested, postage prepaid, addressed as follows:



                                      Page 321
<PAGE>

 To Colmena:
          3896 North federal Highway; Lighthouse Point, Florida 33064,
                 Attention: Anthony Q. Joffe, President; and to

                           The Yankee Companies, Inc.
           902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487
                   Attention: Leonard Miles Tucker, President

                              To Mr. & Mrs. Sethi:
                    2243 Overture Circle; Boca Raton, Florida
            33428 Telephone (561) 212-3850, Fax (954) 252-3740; and,
                           e-mail, madhusethi@usa.net.

or such other  address or to such other  person as any Party shall  designate to
the other for such purpose in the manner hereinafter set forth.

3.3      Merger.

     This instrument, together with the instruments referred to herein, contains
all of the  understandings  and  agreements  of the Parties  with respect to the
subject matter discussed  herein.  All prior agreements  whether written or oral
are merged herein and shall be of no force or effect.

3.4      Survival.

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

3.5      Severability.

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

3.6      Governing Law.

     This Agreement  shall be construed in accordance with the laws of the State
of Florida and any proceedings  pertaining  directly or indirectly to the rights
or obligations of the Parties hereunder shall, to the extent legally  permitted,
be held in Palm Beach County, Florida.

3.7      Indemnification.

(A)      Each Party hereby  irrevocably  agrees to indemnify  and hold the other
         Parties  harmless from any and all liabilities  and damages  (including
         legal or other expenses incidental  thereto),  contingent,  current, or
         inchoate  to which  they or any one of them  may  become  subject  as a
         direct, indirect or incidental consequence of any

                                      Page 322
<PAGE>



         action by the indemnifying  Party or as a consequence of the failure of
         the indemnifying Party to act, whether pursuant to requirements of this
         Agreement  or  otherwise;  provided  that,  such claims are asserted by
         third parties unrelated to the Parties.

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

3.8      Litigation.

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

3.9      Benefit of Agreement.

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

3.10     Captions.

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

3.11     Number and Gender.

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

3.12     Further Assurances.

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

3.13     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship,  or  principal-agent   relationship,   rather,  the  relationships
established hereby are those of settling debtor and creditor.


                                      Page 323

<PAGE>


3.14     Counterparts.

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

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

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

3.15     License.

(a)      This Agreement is the property of the Yankee Companies, Inc, a Florida
         corporation ("Yankees").

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

(c)      The  Parties  hereby  acknowledge  that  Yankees  is not a law  firm or
         regulated  entity  and has not  provided  any  Party  with  any  advice
         concerning  this  Agreement,  rather,  it has informed each Party, as a
         condition  to their use of this form that they must obtain  independent
         legal advice.

                                      * * *


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

Signed, sealed and delivered

         In Our Presence:

/s/ Witness signature                        Colmena Corp.
/s/ Witness signature

                                                 By:/s/ Anthony Q. Joffe
                                                   Anthony Q. Joffe, President
(CORPORATE SEAL)
                                        Attest:   /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsay, Secretary
Dated:  June 8, 1999


/s/ witness signature                                 Mr. & Mrs. Sethi:
/s/ witness signature
/s/ witness signaute
/s/ witness signature
                                                      /s/ Madhu Sethi
                                                      Madhu Sethi


                                                     /s/ Ila Sethi

                                                     Ila Sethi

Dated:   _____________________



                                      Page 324