Colmena Corp.

                Non-Qualified Stock Option & Stock Incentive Plan

                        Effective as of January 1 , 2002






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                                  Colmena Corp
           Non-Qualified Stock Option & Stock Incentive Plan Indenture

State of Florida           }
County of Palm Beach       } ss.:

     Pursuant to a duly adopted resolution of its Board of Directors,  currently
in effect, and as authorized by the certificate of incorporation, bylaws and all
applicable  federal and state  laws,  Colmena  Corp,  a publicly  held  Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Corporation"), intending to be
legally bound,  hereby establishes and publishes an incentive  compensation plan
to be known as the "Colmena Corp.  Non-Qualified  Stock Option & Stock Incentive
Plan" (the "Plan"), as follows:

                                   Witnesseth:

                                   ARTICLE ONE
                                  INTRODUCTION

(a)  Pursuant to the provisions,  conditions and  requirements  set forth below,
     this Plan hereby  authorizes the grant of  Non-Qualified  Stock Options and
     Incentive  Stock  Options,  as such  terms are  defined in the Code and the
     rules and regulations promulgated thereunder.

(b)  This Plan shall become effective on January 1, 2002.

(c)  The purpose of this Plan is to promote the success and enhance the value of
     the Corporation by linking the personal  interests of Participants to those
     of  the  Corporation's  stockholders  by  providing  Participants  with  an
     incentive for outstanding performance.

(d)  This Plan is further  intended to assist the  Corporation in its ability to
     acquire  compatible  businesses and to retain the services of  Participants
     upon whose judgment,  interest and special effort the successful conduct of
     the  Corporation's  operations  is largely  dependent,  and to align  their
     personal interests with those of the Corporation and its stockholders.


                                   ARTICLE TWO
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall be defined as follows
unless the context clearly indicates otherwise:

(a)  "Award  Agreement"  shall  mean  the  written  agreement,  executed  by  an
     appropriate  officer of the Corporation,  pursuant to which a Plan Award is
     granted.

(b)  "Board of Directors" shall mean the Board of Directors of the Corporation.

(c)  "Commission"   shall  mean  the  United  States   Securities  and  Exchange
     Commission.

(d)  "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and the
     rules and regulations thereunder.

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This  instrument  is the  property  of the Yankee  Companies,  LLC..,  a Florida
limited liability  company  ("Yankees") and has been licensed for use by Colmena
Corp, only for its own corporate  governance  purposes.  No one may utilize this
form or any derivations thereof without the prior written consent of Yankees.



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(e)  "Committee"  shall mean all Outside  Directors  of the  Corporation  or all
     Outside  Directors  appointed  by the  Board of  Directors  to serve as the
     Committee; provided that the Committee must always be comprised of not less
     than three members.

(f)  "Common  Stock" shall mean the common stock,  par value $.01 per share,  of
     the Corporation.

(g)  "Consultant"  shall mean an individual who is in a Consulting  Relationship
     with  the  Corporation  or  any  Parent  or  Subsidiary,   other  than  one
     principally  engaged in promoting  the  securities of the  Corporation,  as
     defined by applicable rules of the Commission  excluding persons so engaged
     from eligibility to participate in registration of securities on Commission
     Form S-8.

(h)  "Consulting  Relationship"  shall mean the relationship that exists between
     an individual  and the  Corporation  (or any Parent or  Subsidiary) if such
     individual or any entity of which such  individual is an executive  officer
     or owns a substantial equity interest has entered into a written consulting
     contract with the Corporation or any Parent or Subsidiary.

(i)  "Corporation" shall mean Colmena Corp, a Delaware corporation.

(j)  "Disability"  shall have the same meaning as the term  "permanent and total
     disability" under Section 22(e)(3) of the Code.

(k)  "Employee"  shall mean a common-law  employee of the  Corporation or of any
     Parent or Subsidiary.

(l)  "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
     and the rules and regulations thereunder.

(m)  "Executive"  means an  employee  of the  Corporation  or of any  Parent  or
     Subsidiary whose  compensation is subject to the deduction  limitations set
     forth under Code Section 162(m).

(n)  (1)  "Fair Market Value" of the Corporation's Common Stock on a Trading Day
          shall mean the last  reported  sale price for Common Stock or, in case
          no such  reported sale takes place on such Trading Day, the average of
          the closing bid and asked prices for the Common Stock for such Trading
          Day, in either case on the principal national  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, but is traded in the over-the-counter market, the
          closing  sale  price of the  Common  Stock or, if no sale is  publicly
          reported,  the average of the closing bid and asked quotations for the
          Common Stock,  as reported by the National  Association  of Securities
          Dealers,  Inc., a Delaware corporation registered as a self regulatory
          organization by the Commission (the "NASD"),  through its NASDAQ Stock
          Market,  Inc.,  subsidiary's  Automated Quotation System ("NASDAQ") or
          any comparable  system or, if the Common Stock is not listed on NASDAQ
          or a comparable system, the closing sale price of the Common Stock or,
          if no sale is  publicly  reported,  the average of the closing bid and
          asked prices, as furnished by two members of the National  Association
          of  Securities  Dealers,  Inc.  who make a market in the Common  Stock
          selected from time to time by the Corporation for that purpose.

     (2)  In addition,  for purposes of this  definition,  a "Trading Day" shall
          mean,  if the  Common  Stock  is  listed  on any  national  securities
          exchange,  a business  day during  which  such  exchange  was open for
          trading  and at least one trade of Common  Stock was  effected on such
          exchange on such  business  day, or, if the Common Stock is not listed
          on  any   national   securities   exchange   but  is   traded  in  the
          over-the-counter   market,   a   business   day   during   which   the
          over-the-counter  market  was  open  for  trading  and  at  least  one
          "eligible  dealer"  quoted  both a bid and asked  price for the Common
          Stock.

     (3)  An "eligible  dealer" for any day shall include any  broker-dealer who
          quoted both a bid and asked price for such day,  but shall not include
          any broker-dealer who  quoted  only a  bid or  only an asked price for



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          such day. In the event the Corporation's  Common Stock is not publicly
          traded, the Fair Market Value of such Common Stock shall be determined
          by the Committee in good faith.

(o)  "Good Cause" shall mean:

     (1)  A  Participant's  willful  or gross  misconduct  or  willful  or gross
          negligence in the performance of his duties for the Corporation or for
          any Parent or Subsidiary after prior written notice of such misconduct
          or  negligence  and the  continuance  thereof  for a period of 30 days
          after receipt by such Participant of such notice;

     (2)  A Participant's  intentional or habitual neglect of his duties for the
          Corporation or for any Parent or Subsidiary after prior written notice
          of such neglect;

     (3)  A Participant's  theft or misappropriation of funds of the Corporation
          or of any Parent or Subsidiary or commission of a felony; or

     (4)  The direct or  indirect  breach by the  Participant  of the terms of a
          related  consulting  contract  with the  Corporation  or any Parent or
          Subsidiary.

(p)  "Incentive  Stock  Option"  shall  mean  a  stock  option   satisfying  the
     requirements for tax-favored treatment under Section 422 of the Code.

(q)  "NASD"  shall,  unless the context  requires  otherwise,  mean the National
     Association of Securities Dealers,  Inc., a Delaware corporation registered
     as a self regulatory  organization  by the  Commission,  and its controlled
     subsidiaries.

(r)  "Non-Qualified Option" shall mean a stock option which does not satisfy the
     requirements for, or which is not intended to be eligible for,  tax-favored
     treatment under Section 422 of the Code.

(s)  "Option"  shall mean an  Incentive  Stock Option or a  Non-Qualified  Stock
     Option granted pursuant to the provisions of Article Seven hereof,  as such
     terms are  defined  in the Code and the rules and  regulations  promulgated
     thereunder.

(t)  "Option Holder" shall mean a Participant who is granted an Option under the
     terms of this Plan.

(u)  "Outside Directors" shall mean all members of the Board of Directors of the
     Corporation  other  than  those who also serve as  officers,  employees  or
     consultants  of  the   Corporation  or  who  hold  more  than  10%  of  the
     Corporation's  capital stock  ("Inside  Directors"),  or who are related by
     marriage or  consanguinity to Inside  Directors,  and who are classified as
     "outside directors" under Section 162(m) of the Code.

(v)  "Parent"  shall mean a parent  corporation  of the  Corporation  within the
     meaning of Section 424(e) of the Code.

(w)  "Participant"  shall mean any Employee or other person  participating under
     this Plan.

(x)  "Plan  Award"  shall mean an Option  granted  pursuant to the terms of this
     Plan.

(y)  "Securities Act" shall mean the Securities Act of 1933, as amended, and the
     rules and regulations thereunder.

(z)  "Service" shall mean the United States Internal Revenue Service.

(aa) "Subsidiary" shall mean a subsidiary  corporation of the Corporation within
     the meaning of Section 424(f) of the Code.



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(bb) "Termination  of  Consulting   Relationship"   shall  mean  the  cessation,
     abridgement or termination of a Consultant's  Consulting  Relationship with
     the Corporation or any Parent or Subsidiary as a result of:

     (1)  The Consultant's death or Disability;

     (2)  The  disqualification  of  the  Consultant  from  participation  as  a
          recipient of securities of the Corporation on Commission Form S-8.

     (3)  The cancellation,  annulment, expiration, termination or breach of the
          written consulting  contract between the Corporation (or any Parent or
          Subsidiary)  and the  Consultant  (or any other entity) giving rise to
          the Consulting Relationship; or

     (4)  If the  written  consulting  contract  is  not  directly  between  the
          Corporation  (or any Parent or  Subsidiary)  and the  Consultant,  the
          Consultant's   termination   of  service  with,  or  sale  of  all  or
          substantially  all of his equity  interest  in,  the entity  which has
          entered into the written  consulting  contract  with the  Corporation,
          Parent or Subsidiary.


                                  ARTICLE THREE
                                 ADMINISTRATION

(a)  (1)  This Plan  shall be  administered  by the  Committee,  which  shall be
          composed solely of at least two Non-Employee  Directors, as defined in
          Rule  16b-3(b)(3)  promulgated  under the  Exchange  Act, and who also
          qualify as "Outside Directors".

     (2)  Subject to the  provisions  of this Plan,  the Committee may establish
          from  time to  time  such  regulations,  provisions,  proceedings  and
          conditions of awards which,  in its sole opinion,  may be advisable in
          the administration of this Plan.

(b)  A majority of the Committee shall constitute a quorum,  and, subject to the
     provisions  of  Article  Six of this Plan,  the acts of a  majority  of the
     members  present  at any  meeting  at which a quorum  is  present,  or acts
     approved  in writing by a majority of the  Committee,  shall be the acts of
     the Committee as a whole.


                                  ARTICLE FOUR
                                SHARES AVAILABLE

(a)  Subject to the  adjustments  provided  in Article  Eight of this Plan,  the
     aggregate number of shares of the Common Stock which may be granted for all
     purposes under this Plan shall be 5,000,000 shares.

(b)  Shares of Common Stock underlying awards of securities  (derivative or not)
     and  shares  of  Common  Stock  awarded  hereunder  (whether  or  not  on a
     restricted  basis) shall be counted against the limitation set forth in the
     immediately  preceding  sentence  and may be reused to the extent  that the
     related  Plan  Award to any  individual  is settled  in cash,  expires,  is
     terminated unexercised, or is forfeited.

(c)  Common  Stock  granted  to  satisfy  Plan  Awards  under  this  Plan may be
     authorized and unissued  shares of the Common Stock,  issued shares of such
     Common Stock held in the  Corporation's  treasury or shares of Common Stock
     acquired on the open market.

(d)  Notwithstanding  the foregoing,  the  Corporation's  transfer agent and its
     general counsel shall:

     (1)  Retain a copy of this Plan, and any amendments or supplements thereof,
          in its records of the Corporation's affairs;


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     (2)  Be provided with and retain copies of all  instruments  effecting Plan
          Awards;

     (3)  Assure that  shares  adequate  to meet the  Corporation's  obligations
          under the Plan are reserved for issuance in compliance herewith;

     (4)  Immediately  notify the Corporation and any  Participants  affected in
          the event that shares adequate to meet the  Corporation's  obligations
          under the Plan are not authorized;

     (5)  Assure  that,  in  conjunction  with the  issuance  or transfer of any
          securities  under the Plan, the holder complies with all reporting and
          registration  requirements  imposed  under  the  Securities  Act,  the
          Exchange Act, comparable provisions of applicable state laws, policies
          of the Corporation implemented to assure compliance with all such laws
          and the regulations and rules promulgated  thereunder,  or the legally
          available exemptions therefrom.


                                  ARTICLE FIVE
                                   ELIGIBILITY

(a)  Officers  and  key  employees  of  the  Corporation,  or of any  Parent  or
     Subsidiary,  who are regularly  employed on a salaried  basis as common law
     employees,  and  Consultants  and  directors of the  Corporation  or of any
     Parent  or  Subsidiary  who  are  not  Employees,   shall  be  eligible  to
     participate in this Plan.

(b)  Where appropriate under this Plan, directors who are not Employees shall be
     referred to as "employees" and their service as directors as "employment".


                                   ARTICLE SIX
                             AUTHORITY OF COMMITTEE

(a)  This  Plan  shall be  administered  by,  or under  the  direction  of,  the
     Committee,  which shall  administer  this Plan so as to comply at all times
     with  Section  16 of  the  Exchange  Act  and  the  rules  and  regulations
     promulgated  thereunder,  to the extent such  compliance  is required,  and
     shall  otherwise have plenary  authority to interpret this Plan and to make
     all  determinations  specified  in or  permitted  by this  Plan  or  deemed
     necessary or  desirable  for its  administration  or for the conduct of the
     Committee's business.

(b)  All  interpretations  and determinations of the Committee may be made on an
     individual or group basis and shall be final, conclusive and binding on all
     interested parties.

(c)  Subject to the express  provisions of this Plan,  the Committee  shall have
     authority, in its discretion,  to determine the persons to whom Plan Awards
     shall be  granted,  the times when such Plan Awards  shall be granted,  the
     number of Plan Awards,  the purchase  price or exercise  price of each Plan
     Award (if  applicable),  the  period(s)  during which a Plan Award shall be
     exercisable  (whether  in  whole  or  in  part),  the  restrictions  to  be
     applicable to Plan Awards and the other terms and provisions thereof (which
     need not be identical).

(d)  In  addition,  the  authority  of  the  Committee  shall  include,  without
     limitation, the following:

     (1)  Financing.

          The  arrangement  of  temporary  financing  for an  Option  Holder  by
          registered  broker-dealers,  under the rules  and  regulations  of the
          Federal  Reserve Board,  for the purpose of assisting an Option Holder
          in the exercise of an Option, such authority to include the payment by
          the Corporation of the commissions of the broker-dealer;



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     (2)  Procedures for Exercise of Option.

          The establishment of procedures for an Option Holder to:

          (A)  Exercise an Option by payment of cash;

          (B)  Have  withheld from the total number of shares of Common Stock to
               be acquired  upon the exercise of an Option that number of shares
               having a Fair Market  Value,  which,  together  with such cash as
               shall be paid in respect of  fractional  shares,  shall equal the
               Option  exercise  price of the  total  number of shares of Common
               Stock to be acquired;

          (C)  Exercise all or a portion of an Option by delivering  that number
               of shares  of Common  Stock  already  owned by him  having a Fair
               Market Value which shall equal the Option  exercise price for the
               portion  exercised and, in cases where an Option is not exercised
               in its entirety,  and subject to the requirements of the Code, to
               permit the Option  Holder to deliver  the shares of Common  Stock
               thus  acquired by him in payment of shares of Common  Stock to be
               received pursuant to the exercise of additional  portions of such
               Option, the effect of which shall be that an Option Holder can in
               sequence  utilize such newly  acquired  shares of Common Stock in
               payment of the exercise price of the entire Option, together with
               such cash as shall be paid in respect of fractional shares; and

          (D)  Engage in any form of "cashless" exercise.

     (3)  Withholding.

          The  establishment of a procedure whereby a number of shares of Common
          Stock or other  securities  may be withheld  from the total  number of
          shares of Common Stock or other  securities to be issued upon exercise
          of an Option or for the tender of shares of Common  Stock owned by any
          Participant to meet any  obligation of withholding  for taxes incurred
          by the Participant upon such exercise.


                                  ARTICLE SEVEN
                                  STOCK OPTIONS

(a)  The  Committee  shall  have  the  authority,  in its  discretion,  to grant
     Incentive Stock Options or to grant Non-Qualified Stock Options or to grant
     both types of Options.

(b)  Notwithstanding  anything  contained  herein to the contrary,  an Incentive
     Stock Option may be granted only to common law employees of the Corporation
     or of any  Parent  or  Subsidiary  now  existing  or  hereafter  formed  or
     acquired,  and not to any director or officer who is not also such a common
     law employee.

(c)  The terms and  conditions of the Options  shall be determined  from time to
     time by the Committee;  provided,  however,  that the Options granted under
     this Plan shall be subject to the following:

     (1)  Exercise Price.

          (A)  The Committee  shall establish the exercise price at the time any
               Option  is  granted  at  such  amount  as  the  Committee   shall
               determine;  provided,  however,  that the exercise price for each
               share of  Common  Stock  purchasable  under any  Incentive  Stock
               Option  granted  hereunder  shall be such amount as the Committee
               shall,  in its best  judgment,  determine to be not less than one
               hundred  percent  (100%)  of the Fair  Market  Value per share of
               Common  Stock at the date the Option is  granted;  and  provided,
               further, that in the case of an Incentive Stock Option granted to
               a person who, at the time such Incentive Stock Option is granted,
               owns  shares  of stock of the  Corporation  or of any  Parent  or
               Subsidiary which possesses more than ten percent(10%)of the total


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               combined  voting  power of all  classes of shares of stock of the
               Corporation  or of any Parent or  Subsidiary,  the exercise price
               for each  share of  Common  Stock  shall  be such  amount  as the
               Committee,  in its best judgment,  shall determine to be not less
               than one hundred ten percent  (110%) of the Fair Market Value per
               share of Common Stock at the date the Option is granted.

          (B)  The exercise  price will be subject to  adjustment  in accordance
               with the provisions of Article Eight of this Plan.

     (2)      Payment of Exercise Price.

          (A)  The price per share of Common  Stock with  respect to each Option
               shall be payable at the time the Option is exercised.

          (B)  Such price  shall be payable  in cash or  pursuant  to any of the
               methods set forth in Articles Six (d)(2) hereof.

          (C)  Shares of Common Stock delivered to the Corporation in payment of
               the  exercise  price shall be valued at the Fair Market  Value of
               the Common Stock on the date  preceding  the date of the exercise
               of the Option.

     (3)   Exercisability of Options.

           (A) Except as provided in Article  Seven (c)(5)  hereof,  each Option
               shall be  exercisable  in whole or in  installments,  and at such
               time(s), and subject to the fulfillment of any conditions on, and
               to any limitations on, exercisability as may be determined by the
               Committee at the time of the grant of such Options.

           (B) The right to purchase  shares of Common Stock shall be cumulative
               so that when the right to purchase any shares of Common Stock has
               accrued  such shares of Common  Stock or any part  thereof may be
               purchased  at  any  time  thereafter   until  the  expiration  or
               termination of the Option.

     (4)  Expiration of Options.

          No Incentive Stock Option by its terms shall be exercisable  after the
          expiration  of ten (10)  years  from the date of grant of the  Option;
          provided, however, in the case of an Incentive Stock Option granted to
          a person who, at the time such Option is granted, owns shares of stock
          of the Corporation or of any Parent or Subsidiary possessing more than
          ten percent (10%) of the total combined voting power of all classes of
          shares of stock of the  Corporation  or of any  Parent or  Subsidiary,
          such Option shall not be exercisable  after the expiration of five (5)
          years from the date such Option is granted.

     (5)  Exercise Upon Option Holder's Termination of Employment or Termination
          of Consulting Relationship.

          (A)  If the  employment of an Option Holder by the  Corporation  or by
               any Parent or Subsidiary is terminated  for any reason other than
               death,  any Incentive  Stock Option granted to such Option Holder
               may not be  exercised  later than three  months  (one year in the
               case of  termination  due to  Disability)  after the date of such
               termination of employment.

          (B)  For  purposes  of  determining  whether  any  Option  Holder  has
               incurred  a  termination  of  employment  (or  a  Termination  of
               Consulting  Relationship),  an  Option  Holder  who  is  both  an
               employee  (or a  Consultant)  and a director  of the  Corporation
               and/or  any  Parent or  Subsidiary  shall  (with  respect  to any
               Non-Qualified Option that may have been granted to him) be


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               considered  to have incurred a  termination  of employment  (or a
               Termination of Consulting Relationship) only upon his termination
               of service  both as an  employee  (or as a  Consultant)  and as a
               director.

          (C)  Furthermore,  if an Option  Holder's  employment  (or  Consulting
               Relationship)  is terminated by the  Corporation or by any Parent
               or Subsidiary  for Good Cause or if an Option Holder  voluntarily
               terminates his employment  other than for Disability (or incurs a
               voluntary  Termination of Consulting  Relationship other than for
               Disability) with the Corporation or with any Parent or Subsidiary
               without  the  written  consent of the  Committee,  regardless  of
               whether  such Option  Holder  continues to serve as a director of
               the  Corporation or of any Parent or Subsidiary,  then the Option
               Holder shall,  at the time of such  termination of employment (or
               Termination  of Consulting  Relationship),  forfeit his rights to
               exercise  any and all of the  outstanding  Option(s)  theretofore
               granted to him.

     (6)  Maximum Amount of Incentive Stock Options.


          (A)  Each Plan Award under which  Incentive  Stock Options are granted
               shall provide that to the extent the aggregate of the Fair Market
               Value of the shares of Common Stock (determined as of the time of
               the grant of the Option)  subject to such Incentive  Stock Option
               and the fair market values (determined as of the date(s) of grant
               of the  option(s)) of all other shares of Common Stock subject to
               incentive  stock  options  granted  to an  Option  Holder  by the
               Corporation  or any Parent or Subsidiary,  which are  exercisable
               for the  first  time by any  person  during  any  calendar  year,
               exceed(s) one hundred  thousand dollars  ($100,000),  such excess
               shares of  Common  Stock  shall  not be  deemed  to be  purchased
               pursuant to Incentive Stock Options.

          (B)  The terms of the immediately  preceding sentence shall be applied
               by taking all  options,  whether or not granted  under this Plan,
               into account in the order in which they are granted.


                                  ARTICLE EIGHT
                              ADJUSTMENT OF SHARES

(a)  Recapitalization, etc.


     (1)  In  the  event  there  is  any  change  in  the  Common  Stock  of the
          Corporation by reason of any reorganization,  recapitalization,  stock
          split, stock dividend or otherwise,  there shall be substituted for or
          added to each  share  of  Common  Stock  theretofore  appropriated  or
          thereafter  subject,  or which may become subject,  to any Option, the
          number and kind of shares of stock or other securities into which each
          outstanding  share of Common  Stock  shall be so  changed or for which
          each such  share  shall be  exchanged,  or to which each such share be
          entitled,  as the case may be, and the per share  price  thereof  also
          shall be appropriately adjusted.

     (2)  Notwithstanding the foregoing:

          (A)  Each such  adjustment  with respect to an Incentive  Stock Option
               shall comply with the rules of Section 424(a) of the Code; and

          (B)  In no event shall any  adjustment  be made which would render any
               Incentive  Stock  Option  granted  hereunder  to be other than an
               Incentive Stock Option for purposes of Section 422 of the Code.



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(b)  Merger, Consolidation or Change in Control of Corporation.


     (1)  Upon:

          (A)  The  merger  or  consolidation  of the  Corporation  with or into
               another  corporation  (pursuant to which the  stockholders of the
               Corporation  immediately  prior to such  merger or  consolidation
               will not, as of the date of such merger or  consolidation,  own a
               beneficial  interest  in  shares  of  voting  securities  of  the
               corporation  surviving  such  merger or  consolidation  having at
               least  a  majority  of  the   combined   voting   power  of  such
               corporation's then outstanding  securities),  if the agreement of
               merger or  consolidation  does not provide for the continuance of
               the Options,  Stock Appreciation  Rights and shares of Restricted
               Stock granted  hereunder or the  substitution  of new options for
               Options granted hereunder,  or for the assumption of such Options
               by the surviving corporation;

          (B)  The dissolution, liquidation, or sale of all or substantially all
               the  assets  of the  Corporation  to a  person  unrelated  to the
               Corporation or to a direct or indirect owner of a majority of the
               voting  power  of  the  Corporation's   then  outstanding  voting
               securities  (such sale of assets  being  referred to as an "Asset
               Sale"); or

          (C)  The Change in Control of the Corporation;

               (1)  The holder of any such Option theretofore  granted and still
                    outstanding (and not otherwise expired) shall have the right
                    immediately  prior  to the  effective  date of such  merger,
                    consolidation,   dissolution,  liquidation,  Asset  Sale  or
                    Change  in  Control  of the  Corporation  to  exercise  such
                    Option(s)  in  whole  or  in  part  without  regard  to  any
                    installment  provision  that may have  been made part of the
                    terms and conditions of such Option(s) and all  restrictions
                    regarding   transferability  and  forfeiture  on  shares  of
                    Restricted Stock shall be removed  immediately  prior to the
                    effective date of such merger,  consolidation,  dissolution,
                    liquidation,   Asset  Sale  or  Change  in  Control  of  the
                    Corporation;  provided that any conditions  precedent to the
                    exercise of such Option(s),  other than the passage of time,
                    have occurred.

               (2)  The  Corporation,  to the  extent  practicable,  shall  give
                    advance  notice to affected  Option  Holders of such merger,
                    consolidation,   dissolution,  liquidation,  Asset  Sale  or
                    Change in Control of the Corporation.

               (3)  All  such  Options  which  are  not so  exercised  shall  be
                    forfeited  as  of  the   effective   time  of  such  merger,
                    consolidation,  dissolution,  liquidation or Asset Sale (but
                    not in the case of a Change in Control of the Corporation).

(c)  Definition of Change in Control of the Corporation.

     As used herein, a "Change in Control of the Corporation" shall be deemed to
     have occurred if any person (including any individual, firm, partnership or
     other entity) together with all Affiliates and Associates (as defined under
     Rule  12b-2 of the  General  Rules and  Regulations  promulgated  under the
     Exchange  Act) of such  person,  directly or  indirectly  is or becomes the
     Beneficial Owner (as defined in Rule 13d-3  promulgated  under the Exchange
     Act),  of  securities of the  Corporation  representing  40% of more of the
     combined voting power of the  Corporation's  then  outstanding  securities,
     except:

     (1)  A trustee or other  fiduciary  holding  securities  under an  employee
          benefit plan of the Corporation or any subsidiary of the Corporation;

     (2)  A corporation  owned,  directly or indirectly,  by the stockholders of
          the  Corporation  in  substantially  the  same  proportions  as  their
          ownership of the Corporation;


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     (3) The Corporation or any subsidiary of the Corporation; or

     (4)  A  Participant  together  with all  Affiliates  and  Associates of the
          Participant,  but  only  with  respect  to the  Option(s)  held by the
          Participant who,  together with his Affiliates or Associates,  if any,
          is  or  becomes  the  direct  or  indirect  Beneficial  Owner  of  the
          percentage of such securities.


                                  ARTICLE NINE
                            MISCELLANEOUS PROVISIONS

(a)  Administrative Procedures.

     The  Committee  may  establish  any  procedures  determined  by  it  to  be
     appropriate  in  discharging  its  responsibilities  under this  Plan.  All
     actions and decisions of the Committee shall be final.

(b)  Assignment or Transfer.

     (1)  No  grant  or award of any  Plan  Award  (other  than a  Non-Qualified
          Option) or any rights or  interests  therein  shall be  assignable  or
          transferable  by a  Participant  except by will or the laws of descent
          and distribution or pursuant to a domestic relations order.

     (2)  During the lifetime of a Participant,  Incentive Stock Options granted
          hereunder shall be exercisable only by the Participant.

(c)  Investment Representation.

     In the  case of Plan  Awards  paid in  shares  of  Common  Stock  or  other
     securities,  or with respect to shares of Common Stock received pursuant to
     the exercise of an Option,  the  Committee  may require,  as a condition of
     receiving such securities,  that the Participant furnish to the Corporation
     such  written  representations  and  information  as  the  Committee  deems
     appropriate  to  permit  the  Corporation,  in  light of the  existence  or
     nonexistence  of an effective  registration  statement under the Securities
     Act and any applicable provisions of state laws, to deliver such securities
     in compliance  with the provisions of the Securities Act and any applicable
     provisions of state laws, or of the provisions of any exemptions  from such
     requirements.

(d)  Withholding Taxes.

     (1)  The Corporation  shall have the right to deduct from all cash payments
          owed to a Participant  for any reason,  any federal,  state,  local or
          foreign taxes  required by law to be withheld with respect to any Plan
          Awards.

     (2)  In the case of the issuance or  distribution  of Common Stock or other
          securities  hereunder,  either  directly  or upon the  exercise  of or
          payment upon any Plan Award, the  Corporation,  as a condition of such
          issuance or distribution, may require the payment (through withholding
          from the  Participant's  salary,  reduction of the number of shares of
          Common Stock or other  securities  to be issued,  or otherwise) of any
          such taxes.

     (3)  Each Participant may satisfy the withholding  obligations by paying to
          the  Corporation  a cash  amount  equal to the amount  required  to be
          withheld  or by  tendering  to the  Corporation  a number of shares of
          Common Stock having a value equivalent to such cash amount,  or by use
          of any  available  procedure  as  described  under  Article Six (d)(3)
          hereof.


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(e)  Costs and Expenses.

     The costs and  expenses  of  administering  this Plan shall be borne by the
     Corporation  and shall not be charged against any award nor to any employee
     receiving a Plan Award.

(f)  Funding of Plan.

     (1)  This Plan shall be unfunded.

     (2)  The  Corporation  shall not be required to segregate any of its assets
          to assure the payment of any Plan Award under this Plan.

     (3)  Neither the Participants nor any other persons shall have any interest
          in any fund or in any specific  asset or assets of the  Corporation or
          any other  entity by reason of any Plan  Award,  except to the  extent
          expressly provided hereunder.

     (4)  The interests of each Participant and former Participant hereunder are
          unsecured  and  shall  be  subject  to the  general  creditors  of the
          Corporation.

(g)  Other Incentive Plans.

     The adoption of this Plan does not  preclude  the  adoption by  appropriate
     means of any  other  incentive  plan  for  employees,  or the  grant of any
     benefits or compensation,  including, without limitation, securities of the
     Corporation, under any employment, consulting or acquisition agreements.

(h)  Number and Gender.

     Where appearing in this Plan,  masculine  gender shall include the feminine
     and neuter  genders,  and the singular  shall include the plural,  and vice
     versa, unless the context clearly indicates a different meaning.

(i)  Headings.

     The headings and sub-headings in this Plan are inserted for the convenience
     of  reference  only  and  are  to be  ignored  in any  construction  of the
     provisions hereof.

(j)  Severability.

     In case any  provision  of this Plan shall be held  illegal  or void,  such
     illegality or invalidity shall not affect the remaining  provisions of this
     Plan,  but shall be fully  severable,  and this Plan shall be construed and
     enforced as if said illegal or invalid  provision  had never been  inserted
     herein.

(k)  Payments Due Missing Persons.

     (1)  The Corporation  shall make a reasonable  effort to locate all persons
          entitled to benefits  under this Plan;  however,  notwithstanding  any
          provisions  of this Plan to the  contrary,  if,  after a period of one
          year  from the date  such  benefits  shall  be due,  any such  persons
          entitled to benefits  have not been  located,  their rights under this
          Plan shall stand suspended.

     (2)  Before this provision becomes operative,  the Corporation shall send a
          certified  letter(return  receipt  requested)  to all such  persons at
          their last known addresses  advising them that their rights under this
          Plan shall be suspended.


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     (3)  Subject to all  applicable  state  escheat  laws,  any such  suspended
          amounts  shall  be  held  by  the  Corporation  for a  period  of  one
          additional  year and  thereafter  such amounts  shall be forfeited and
          remain the property of the Corporation.

(l)  Liability and Indemnification.

     (1)  (A)  Neither the  Corporation  nor any Parent or  Subsidiary  shall be
               responsible  in  any  way  for  any  action  or  omission  of the
               Committee,  or any other  fiduciaries in the performance of their
               duties and obligations as set forth in this Plan.

          (B)  Furthermore, neither the Corporation nor any Parent or Subsidiary
               shall  be  responsible  for any act or  omission  of any of their
               agents,  or with respect to reliance upon advice of their counsel
               provided that the Corporation  and/or the  appropriate  Parent or
               Subsidiary  relied in good faith upon the action of such agent or
               the advice of such counsel.

     (2)  (A)  Except  for their  own gross  negligence  or  willful  misconduct
               regarding the performance of the duties specifically  assigned to
               them under,  or their willful  breach of the terms of, this Plan,
               the  Corporation,  each Parent and  Subsidiary  and the Committee
               shall be held harmless by the Participants,  former Participants,
               beneficiaries  and their  representatives  against  liability  or
               losses occurring by reason of any act or omission.

          (B)  Neither the Corporation, any Parent or Subsidiary, the Committee,
               nor any agents, employees, officers, directors or shareholders of
               any of them,  nor any other  person  shall have any  liability or
               responsibility  with  respect to this Plan,  except as  expressly
               provided herein.

(m)  Incapacity.

     If the Committee  shall receive  evidence  satisfactory to it that a person
     entitled  to  receive  payment  of any Plan Award is, at the time when such
     benefit becomes payable, a minor, or is physically or mentally  incompetent
     to receive such Plan Award and to give a valid  release  thereof,  and that
     another person or an institution is then maintaining or has custody of such
     person  and that no  guardian,  committee  or other  representative  of the
     estate of such person shall have been duly  appointed,  the  Committee  may
     make  payment of such Plan Award  otherwise  payable to such person to such
     other person or institution, including a custodian under a Uniform Gifts to
     Minors Act, or corresponding legislation (who shall be an adult, a guardian
     of the minor or a trust  company),  and the release by such other person or
     institution shall be a valid and complete discharge for the payment of such
     Plan Award.

(n)  Cooperation of Parties.

     All parties to this Plan and any person  claiming  any  interest  hereunder
     agree to perform  any and all acts and execute  any and all  documents  and
     papers which are  necessary or desirable  for carrying out this Plan or any
     of its provisions.

(o)  Governing Law.

     All questions  pertaining to the validity,  construction and administration
     of this Plan shall be determined  in accordance  with the laws of the State
     of Delaware,  exclusive of any choice of law provisions thereof which would
     result in the application of substantive laws other than those of the State
     of Delaware.

(p)  Non-guarantee of Employment or Consulting Relationship.

     Nothing  contained  in this  Plan  shall  be  construed  as a  contract  of
     employment (or as a consulting  contract)  between the  Corporation (or any
     Parent or Subsidiary),  and any employee or Participant,  as a right of any
     employee or  Participant  to be  continued  in the  employment  of (or in a
     Consulting Relationship with)the Corporation (or any Parent or Subsidiary),


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     or as a  limitation  on the  right  of the  Corporation  or any  Parent  or
     Subsidiary to discharge any of its employees (or Consultants), at any time,
     with or without cause.

(q)  Notices.

     (1)  Each notice relating to this Plan shall be in writing and delivered in
          person or by certified mail (return  receipt  requested) to the proper
          address.  All notices to the  Corporation  or the  Committee  shall be
          addressed  to it at the  Corporation's  address  last  set  forth in a
          document  filed by the  Corporation  with the Commission and posted on
          the Commission's Internet web site at www.sec.gov, in conjunction with
          the  Commission's  current  electronic  data  gathering  and retrieval
          system ("EDGAR"), or any successors thereto.

     (2)  All notices to  Participants,  former  Participants,  beneficiaries or
          other  persons  acting  for or on  behalf  of such  persons  shall  be
          addressed  to  such  person  at  the  last  address  for  such  person
          maintained in the Committee's records.

(r)  Written Agreements.

     Each Plan Award  shall be  evidenced  by a signed  written  agreement  (the
     "Award Agreements") between the Corporation and the Participant  containing
     the terms and conditions of the award.


                                   ARTICLE TEN
                        AMENDMENT OR TERMINATION OF PLAN

(a)  The Board of  Directors of the  Corporation  shall have the right to amend,
     suspend or  terminate  this Plan at any time,  provided  that no  amendment
     shall be made which shall increase the total number of shares of the Common
     Stock of the Corporation which may be issued and sold pursuant to Incentive
     Stock  Options,  reduce  the  minimum  exercise  price  in the  case  of an
     Incentive  Stock Option or modify the  provisions  of this Plan relating to
     eligibility  with respect to Incentive  Stock Options unless such amendment
     is made by or with the approval of the stockholders within 12 months of the
     effective date of such amendment,  but only if such approval is required by
     any applicable provision of law.

(b)  The Board of Directors of the Corporation shall also be authorized to amend
     this Plan and the Options granted  thereunder to maintain  qualification as
     "incentive stock options" within the meaning of Section 422 of the Code, if
     applicable.

(c)  Except  as  otherwise   provided  herein,   no  amendment,   suspension  or
     termination  of this Plan shall alter or impair any Plan Awards  previously
     granted under this Plan without the consent of the holder  thereof,  except
     as required to comply with  applicable  conditions or  requirements  of the
     Code, the Securities  Act, the Exchange Act or any other  applicable law of
     the United States,  or of any states in which a Participant is domiciled or
     under  which the  Corporation  is subject to in personam  jurisdiction  and
     regulation.

(d)  This Plan shall  automatically  terminate on the day immediately  preceding
     the tenth  anniversary  of the date this Plan was  adopted  by the Board of
     Directors of the  Corporation,  unless  sooner  terminated by such Board of
     Directors.

(e)  No Plan Awards may be granted under this Plan subsequent to the termination
     of this Plan.


                                      * * *


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     In  Witness  Whereof,   pursuant  to  a  duly  adopted  resolution  of  the
Corporation's  Board of Directors,  currently in effect,  the  undersigned  have
executed this Indenture, by and on behalf of the Corporation.

                                  Colmena Corp.

Dated:   February 15, 2002
                              By:/s/ Edward Dmytryk
                                 Edward Dmytryk
                                    President

                                {Corporate Seal}

                         Attest: /s/ Vanessa H. Lindsey
                               Vanessa H. Lindsey
                                    Secretary


State of Florida           }
County of Marion           }

     Before me, an officer duly  authorized to administer  oaths by the State of
Florida,  did personally appear Edward Dmytryk and Vanessa H. Lindsey,  known to
me, who being duly sworn, did certify to me, in my presence,  that they executed
this Indenture, in the capacities indicated, on the date set forth above, as the
act of  Colmena  Corp,  a publicly  held  Delaware  corporation  with a class of
securities  registered  under  Section 12(g) of the  Securities  Exchange Act of
1934,  as  amended  (the  "Corporation"),   pursuant  to  authority  of  a  duly
promulgated and currently  effective  resolution of its duly elected and serving
Board of Directors, and that by such action, the Corporation has become bound by
the terms thereof.

     Witness my hand and seal,  this 15th day of February,  2002.  My commission
expires:

{Notarial Seal}
                             /s/ Sally Ann Stroberg/s/
                                  Notary Public
















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