Colmena Corp.

                Non-Qualified Stock Option & Stock Incentive Plan

                        Effective as of January 3 , 2000

                                  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  (hereinafter  referred to as
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" (hereinafter  referred to as
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, 2000.

(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:

         This  instrument  is the  property  of the Yankee  Companies,  Inc.,  a
Florida  corporation  ("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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(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.

(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 $.001 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


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          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 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.


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(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.

(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;

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         (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 1,000,000 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.


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(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;

         (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 therewith;

         (4)   Immediately notify the Corporation and any Participants effected,
          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.


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(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;

         (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


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               (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
                    possess  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,  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.



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               (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)(1)(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.




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         (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
                    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.



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                                  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,  they 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.

(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


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<PAGE>



               (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;

         (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.


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<PAGE>



                                  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.



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<PAGE>



         (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.

(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)      Plurals 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.


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<PAGE>



(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  provisions  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 to all such  persons  at their  last
                  known  addresses  advising  them that their  rights under this
                  Plan shall be suspended.

         (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  thereafter  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



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<PAGE>



                           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),  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  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.


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<PAGE>



           (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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<PAGE>



         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:   March 13, 2000
                                             By:/s/ Anthony Q. Joffe
                                                 Anthony Q. Joffe
                                                     President

   {Corporate Seal}
                                           Attest:/s/ Vanessa H. Lindsey
                                                Vanessa H. Lindsey
                                                     Secretary

         Before me, an officer duly authorized to administer  oaths by the State
of Florida,  did personally appear Anthony Q. Joffe, 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 ___ day of March,  2000.  My commission
expires:

{Notarial Seal}
                                              ----------------------
                                                   Notary Public

         Before me, an officer duly authorized to administer  oaths by the State
of Florida,  did personally  appear  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 ___ day of March,  2000.  My commission
expires:

{Notarial Seal}
                                              ----------------------
                                                   Notary Public

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