Second Amendment to Consulting Agreement

         This Second Amendment to Consulting  Agreement (the "2nd Amendment") is
made and entered into by and between  Colmena  Corp.,  a publicly  held Delaware
corporation with a classes of equity  securities  registered under Section 12(g)
of the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and
currently  trading on the  National  Quotation  Bureau,  LLC's  Electronic  Pink
Sheets"  ("Colmena");  and, The Yankee  Companies,  Inc., a Florida  corporation
("Yankees";  Colmena and Yankees being hereinafter  collectively  referred to as
the "Parties" and generically as a "Party").

                                   Preamble :

         WHEREAS,  the Parties  entered into a consulting  agreement on or about
         January  5,  1999,  a copy of which is  annexed  hereto and made a part
         hereof as exhibit 0.1 (the "Agreement"), supplemented and amended on or
         about October 15, 1999 by a supplemental services agreement,  a copy of
         which is annexed hereto and made a part hereof as exhibit 0.2 (the "1st
         Amendment;"  the  Agreement,  as  amended  by the 1st  Amendment  being
         hereinafter referred to as the "Amended Agreement"),  pursuant to which
         Yankees has provided substantial services to Colmena; and

         WHEREAS, pursuant to the terms of the Amended Agreement Colmena will be
         required, on and after January 4, 2000, to pay Yankees for its services
         based on Yankees'  standard  hourly rates  (currently $350 per hour for
         Messrs.  Tucker and Calvo, $200 per hour for its general counsel;  $100
         per hour  for  other  corporate  officers;  $75 per hour for  paralegal
         personnel, $35 per hour for secretarial and clerical personnel) and its
         standard  document  licensing  fees, but Colmena will not have the cash
         resources to make such payments during the foreseeable future; and

         WHEREAS,   Colmena  requires  substantial  continuing  assistance  from
         Yankees in order to  complete  the  termination  of all prior  business
         activities,  settlement  of  its  debts,  liquidation  of  its  assets;
         reconstruction  of its  corporate and business  records;  completion of
         financial  statements required pursuant to Sections 12, 13 and 15(d) of
         the Exchange Act;  recruitment  and  retention of officers,  directors,
         employees,  consultants and advisors;  recruitment and  coordination of
         professional  advisors,   including,   without  limitation,   auditors,
         attorneys  and transfer  agents;  development  and  effectuation  of an
         acquisition  program  designed to provide  Colmena  with a new business
         purpose and profitable  operations;  and,  development of relationships
         providing Colmena with access to required capital; and

         WHEREAS,  Colmena  desires  to induce  Yankees  to  continue  providing
         services  under  the  Amended   Agreement   without   payment  of  cash
         compensation until after December 31, 2000; and

         WHEREAS,  Colmena desires to induce Yankees to lend it $40,000 which it
         must obtain in order to pay for auditors and other expenses required to
         correct  its current  deficiencies  in filings  with the United  States
         Securities and Exchange Commission (the "Commission"); and

         WHEREAS,  Colmena has offered Yankees the additional  consideration set
         forth below as an  inducement  to continue its  activities on behalf of
         Colmena and make the $40,000 loan; and

         WHEREAS,  Yankees  has  indicated  that such  proposal  is  acceptable,
         provided  that Colmena  additionally  pays:  for Yankees' out of pocket
         costs,  as  described  in the Amended  Agreement,  for the  services of
         Yankees  general  counsel  as  general  counsel to  Colmena;  and,  for
         paralegal,  bookkeeping,  secretarial and clerical services provided by
         Yankees'  personnel  to and for the benefit of Colmena or for the costs
         of  subscriptions  to  periodicals  and  purchases of software  used to
         assist  Colmena to comply with legal  obligations,  including,  without
         limitation, reorganization,  corporate, employee benefit, securities or
         tax laws; and

         WHEREAS, Colmena finds such conditions acceptable:

         NOW, THEREFORE,  in consideration for the Parties' agreements set forth
         herein and of the sum of TEN ($10) DOLLARS, and other good and valuable
         consideration,   the   receipt   and   adequacy   of  which  is  hereby
         acknowledged,  the Parties, intending to be legally bound, hereby agree
         as follows:

                                      Page 397
<PAGE>

                                   Witnesseth:

1.       Yankees' Concession

(A)      Yankees  hereby  agrees to waive its rights to hourly fee  payments and
         document  licensing  under the Amended  Agreement  until and  including
         December 31, 1999; provided that such waiver shall not pertain to:

         (1)      Yankees'  out  of  pocket  costs, as  described in the Amended
                  Agreement;

         (2)      The services of Yankees  general counsel as general counsel to
                  Colmena;

         (3)      Costs  of   subscriptions  to  periodicals  and  purchases  of
                  software   used  to  assist   Colmena  to  comply  with  legal
                  obligations,  including,  without limitation,  reorganization,
                  corporate, employee benefit, securities and tax laws; and

         (4)      Paralegal,  bookkeeping,  secretarial  and  clerical  services
                  provided by Yankees' personnel to or for the benefit of
                  Colmena.

(B)      To the extent that Colmena is unable to make  payments for the expenses
         excepted  from Yankees'  waiver in Section 1(A) of this 2nd  Amendment,
         Colmena  hereby  agrees  that  Yankees or its  designees  may, at their
         election,  accept payment therefor in Colmena  securities of its choice
         valued  at 50%  of the  price  last  paid  therefor  prior  to  Yankees
         election;  provided that the  determination  as to price will take into
         account  whether or not the  securities  were  freely  tradeable  under
         applicable  federal and state  securities laws and pricing  comparisons
         will be based on securities with comparable trading status.

(C)      Yankees hereby agrees to lend Colmena the sum of $40,000 at 8% interest
         per annum,  repayable  within 30 days after demand therefor by Yankees,
         secured by assets of Colmena selected by Yankees, and evinced by one or
         more negotiable  promissory notes executed by Colmena on a form of note
         selected  by Yankees,  when and as  required  by Colmena,  for the sole
         purpose of paying  expenses  required to bring Colmena into  compliance
         with its  reporting  obligations  under the Exchange  Act, and expenses
         incidental  thereto which will not compromise  Colmena's ability to pay
         for expenses required to attain such compliance.

2.       Compensation & Reimbursement

     Colmena hereby agrees that in  consideration  for Yankees  concessions  and
agreements reflected in Section 1 above:

(A)      The common stock  purchase  options  granted to Yankees  under  Section
         1.4(B) of the Amended Agreement are hereby amended as follows:

         (1)      The options will  henceforth  be extended to cover every class
                  of Colmena  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 therefor,  including, without limitation,  common
                  stock,  preferred  stock,  convertible  debentures,   options,
                  warrants,  etc.)  outstanding or Reserved (the term "Reserved,
                  as used in the Amended  Agreement,  as further amended by this
                  2nd Amendment,  being defined as securities allocated under an
                  agreement,  option,  warrant or obligation for future issuance
                  pursuant  to an  obligation  binding on Colmena  under  normal
                  circumstances);

         (2)      The quantity of Colmena's Capital Stock subject to the Yankees
                  Warrant  is  hereby  increased  from  51% of all of  Colmena's
                  outstanding  or Reserved  common stock at the time exercise is
                  completed to 75% of all of Colmena's  outstanding  or Reserved
                  Capital Stock at the time  exercise is  completed,  subject to
                  anti-dilutive  rights  for a  period  of three  fiscal  months
                  thereafter  pursuant to which  additional  securities shall be
                  issued  to the  order of  Yankees  in such  amounts  as may be
                  required  so that the  securities  issued  under  the  Yankees
                  Warrant equal 75% of Colmena's  Capital Stock  outstanding  or
                  Reserved at the end of the first three fiscal months following
                  issuance  of the last unit of  securities  paid for by Yankees
                  under the Yankees Warrant;

                                      Page 398


<PAGE>

         (3)      The aggregate exercise price for the Yankees Warrant is hereby
                  increased from $40,000 to $80,000,  the Parties  acknowledging
                  that  the  Yankees  Warrant  has,  as of the  date of this 2nd
                  Amendment, been exercised by Yankees as to 6,000,000 shares of
                  Colmena's  common  stock  for which it has paid  $30,000,  the
                  balance of the $50,000  exercise price being  allocated to the
                  remaining securities issuable thereunder;

         (4)      The term of the Yankees  Warrant is hereby  extended until the
                  latter of December  31, 2002,  or the 100th day after  Colmena
                  registers the securities  remaining unissued under the Yankees
                  Warrant in a manner  permitting  their resale to the public as
                  free trading  securities in compliance  with federal and state
                  securities laws to which they,  Yankees and the purchasers may
                  be subject in conjunction therewith.

(B)      Yankees  shall have the  preferential  right to  subscribe  for Colmena
         securities, in addition to those exercisable under the Yankees Warrant,
         at a price equal to 50% of the price paid by any other subscribers to a
         specific  offering,  limited  offering  or private  placement,  for any
         securities  that  have  not  been  subscribed  for  by  other  persons,
         including Colmena's officers,  directors or other stockholders,  within
         ten days before the end of a designated subscription period.

2.1      Survival of Non-amended Provisions; Interpretations

(A)      Except as amended  hereby or as required to fully  implement the intent
         of the amendments  effected hereby,  the Amended Agreement shall remain
         in full force and effect.

(B)      The Parties hereby agree that to the extent  possible  under  generally
         accepted accounting principals and the auditing rules of the Securities
         and Exchange Commission,  the compensation granted to Yankees under the
         Amended  Agreement,  as amended  hereby,  shall not be  interpreted  to
         require  Colmena to treat non-cash  compensation  as though it had been
         paid in cash,  as an  expense,  and then  the  cash  received  had been
         contributed  by Yankees to  Colmena as a capital  contribution,  and if
         such  interpretation  cannot be legally  avoided,  the Parties agree to
         negotiate  in good faith to modify the terms of the Amended  Agreement,
         as amended hereby,  so as to provide the  compensation  called for in a
         manner that avoids such accounting treatment.

3.       Miscellaneous

3.1      Notices.

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

To Yankees:

                           The Yankee Companies, Inc.
         2500 North Military Trail, Suite 225; Boca Raton, Florida 33431
                  Telephone (561) 998-2025; Fax (561) 998-3425
                   Attention: Leonard Miles Tucker, President

                                       and

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

To Colmena:

                                  Colmena Corp.
                  2500 North Military Trail, Suite 225-D; Boca
                      Raton, Florida 33487 Telephone (561)
                     226-2504; Fax (561) 998-3425 or at such
                       address, telephone and fax numbers
               as are reflected on the SEC's EDGAR Internet site; and


                                      Page 399


<PAGE>


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

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

3.2      Amendment.

         No modification,  waiver, amendment, discharge or change of the Amended
Agreement,  as further amended by this 2nd Amendment,  shall be valid unless the
same is in writing and signed by Parties.

3.3      Merger.

         Solely to the extent  inconsistent  with the  requirements  of this 2nd
Amendment:

(A)      All prior  agreements  whether  written or oral are  merged  herein and
         shall be of no force or effect except as provided hereby.

(B)      Notwithstanding  the  foregoing,  nothing  in  this  2nd  Amendment  is
         intended by the Parties to affect the  provisions  of the 1st Amendment
         pertaining to the Associate.

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 the  Amended
Agreement,  as further  amended by this 2nd  Amendment,  other than a conditions
precedent,  if any, or the  application of such provision or any portion thereof
to any person or  circumstance  shall be held invalid or  unenforceable,  at the
election of Yankees,  the remaining portions of such provision and the remaining
provisions of the Amended  Agreement,  as further amended by this 2nd Amendment,
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 and Venue.

         The Amended Agreement, as further amended by this 2nd Amendment,  shall
be  construed  in  accordance  with the  laws of the  State  of  Delaware  (both
substantive and procedural, other than choice of law provisions) but any proceed
ing  arising  between  the  Parties in any matter  pertaining  or related to the
Amended  Agreement,  as further  amended by this 2nd  Amendment,  shall,  to the
extent permitted by law, be held in Broward County, Florida.

3.7      Dispute Resolution in lieu of Litigation.

(A)      In the event of any dispute  arising  under the Amended  Agreement,  as
         further amended by this 2nd Amendment,  or the  negotiation  thereof or
         inducements  to enter into the  Agreement,  the dispute  shall,  at the
         request of any Party,  be  exclusively  resolved  through the following
         procedures:

                                      Page 400


<PAGE>



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

                  (b)      The mediation  efforts shall be concluded  within ten
                           business  days  after  their  initiation  unless  the
                           Parties  unanimously  agree to an extended  mediation
                           period;

         (2)      In the event that  mediation  does not lead to a resolution of
                  the  dispute  then at the  request of any Party,  the  Parties
                  shall  submit the  dispute to  binding  arbitration  before an
                  arbitration service located in Broward County,  Florida, to be
                  selected by lot, from six alternatives to be provided,  in the
                  manner set forth above for selection of a mediator;

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

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

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

(C)      In any action  between  the  Parties to enforce any of the terms of the
         Amended  Agreement,  as further  amended by this 2nd Amendment,  or any
         other matter arising from the Amended Agreement,  as further amended by
         this 2nd Amendment,  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 formal
         proceedings are initiated.

3.8      Benefit of Agreement.

         The terms and provisions of the Amended  Agreement,  as further amended
by this 2nd  Amendment,  shall be binding  upon and inure to the  benefit of the
Parties,   jointly  and   severally,   their   successors,   assigns,   personal
representatives, estate, heirs and legatees.

3.9      Captions.

         The captions in the Amended  Agreement,  as further amended by this 2nd
Amendment,  are  for  convenience  and  reference  only  and in no  way  define,
describe, extend or limit the scope of the Amended Agreement, as further amended
by this 2nd Amendment, or the intent of any provisions hereof.

3.10     Number and Gender.

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

3.11     Further Assurances.

         The Parties  hereby agree to do,  execute,  acknowledge  and deliver or
cause to be done,  executed,  acknowledged  or delivered and to perform all such
acts and deliver all such deeds, assignments,  transfers, conveyances, powers of
attorney,  assurances, stock certificates and other documents, as may, from time
to time,  be  required  herein to effect the intent and  purpose of the  Amended
Agreement, as further amended by this 2nd Amendment.

3.12     Status.

         Nothing  in the  Amended  Agreement,  as  further  amended  by this 2nd
Amendment, shall be construed or shall constitute a partnership,  joint venture,
employer-employee  relationship,  lessor-lessee relationship, or principal-agent
relationship.

                                      Page 401


<PAGE>


3.13     Counterparts.

(A)      This 2nd Amendment  may  be  executed  in  any  number of  counterparts
         delivered through facsimile transmission.

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

3.14     License.

(A)      (1)      The  Amended  Agreement,  as  further   amended  by  this  2nd
                  Amendment, is the property of Yankees.

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

         (3)      The  Amended  Agreement,   as  further  amended  by  this  2nd
                  Amendment,   shall  not  be  construed  more   stringently  or
                  interpreted   less   favorably   against   Yankees'  based  on
                  authorship.

(B)      Colmena hereby  acknowledges that Yankees is not a law firm and has not
         provided it with any advice,  legal or otherwise,  in conjunction  with
         the Amended  Agreement,  as further amended by this 2nd Amendment,  but
         rather,  has  suggested  that it  rely  solely  on its own  independent
         officers,  directors and advisors (other than Yankees) in evaluating or
         interpreting  the  Amended  Agreement,  as further  amended by this 2nd
         Amendment.

         In Witness  Whereof,  the Parties  have  executed  this 2nd  Amendment,
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: January 2, 2000
                                          Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary


                                                      The Yankee Companies, Inc.

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

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

Dated: January 2, 2000
                                           Attest:  /s/ William A. Calvo, III
                                                William A. Calvo, III, Secretary


                                      Page 402