The  following  common  stock  purchase  warrant  has  been  issued  to the
following persons:

Name                                Amount                             Position
Anthony Q. Joffe                    70,000                             Director
Penny Adams Field                   70,000                             Director
Charles J. Champion                 70,000                             Director
G. Richard Chamberlin               70,000                       General Counsel
Vanessa H. Lindsey                  20,000                             Secretary


                                  COLMENA CORP.
                      AMENDED COMMON STOCK PURCHASE WARRANT

     No sale,  offer to sell or transfer of the  securities  represented by this
certificate  or any  interest  therein  shall  be  made  unless  a  registration
statement under the Federal Securities Act of 1933, as amended,  with respect to
such  transaction  is then in effect,  or the issuer has  received an opinion of
counsel  satisfactory  to it that such  transfer  does not require  registration
under that Act.

     Unless  extended as hereinafter  provided,  this Warrant will be void after
5:00 p.m. Eastern Standard Time on January 15, 2000.

     THIS  CERTIFIES  THAT,  for  the  value   received____________________,   a
__________  resident whose social security number is _____________ and who has a
mailing  address  at   ________________________,   or  registered  assigns  (the
"Holder"),  is  entitled to  subscribe  for and  purchase  from  COLMENA  CORP.,
incorporated  under the laws of the State of Delaware  (the  "Company"),  at any
time from the date hereof until 5:00 p.m.  Eastern  Standard or Daylight Savings
Time on January 15,2000,  at a price of $.05 cents per share, up to 70,000 fully
paid and  non-assessable  shares of the Company's common stock,  $0.01 par value
(the "Holder's Shares").

                                     TERMS:

1.       Form of Exercise

     This  Warrant may be exercised  by the holder  hereof,  in whole or in part
(but not as to a fractional  Warrant or share of Common Stock), by the surrender
of this Warrant  properly  endorsed,  at the  principal  office of the Company`s
transfer agent, American Stock Transfer & Trust Co., with

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a mailing  address at 40 Wall Street,  New York, New York 10005,  (or such other
office or agency as the Company may designate in writing to the Warrant  holder,
at the  address  of such  holder  appearing  on the books of the  Company),  and
payment to it, for the account of the Company, by cash,  certified check or bank
draft,  of the  purchase  price for the  Holder's  Shares to be  purchased.  The
Company  agrees that the  Holder's  Shares so  purchased  shall be issued to the
Warrant  holder  within a  reasonable  time,  not  exceeding  10 days after this
Warrant shall have been  exercised,  and unless this Warrant has expired,  a new
Warrant  representing  the number of Holder's  Shares,  if any,  with respect to
which this Warrant shall not then have been  exercised,  shall also be issued to
the Warrant holder hereof within such time.

2.  Restrictions on Transfer

     In  no  event  shall  this  Warrant  be  sold,  transferred,   assigned  or
hypothecated  except  in  conformity  with  the  applicable  provisions  of  the
Securities Act of 1933, as amended (the "Act"),  or any similar  federal statute
then in force, and all applicable blue sky laws.

3. Registration Requirements

(a)  The holder of this Warrant, by acceptance hereof, agrees that, prior to the
     disposition  of any Holder's  Shares  purchased  upon the exercise  hereof,
     under circumstances that might require registration of such Holder's Shares
     under the Act, or any similar  federal  statute then in force,  such holder
     will give written notice to the Company  expressing such holder's intention
     of  effecting  such  disposition,  and  describing  briefly  such  holder's
     intention as to the  disposition to be made of Holder's  Shares issued upon
     exercise hereof.

(b)  Promptly upon  receiving  such notice,  the Company  shall  present  copies
     thereof to its counsel and the  provisions  of the  following  subdivisions
     shall apply:

     (i)  If, in the opinion of such counsel,  the proposed disposition does not
          require  registration  under  the  Act or  qualification  pursuant  to
          Regulation A promulgated under the Act, or any similar federal statute
          then in force,  of the  Holder's  Shares  issuable  or issued upon the
          exercise  of  this  Warrant,   the  Company  shall,   as  promptly  as
          practicable,  notify the holder hereof of such opinion, whereupon such
          holder  shall be entitled to dispose of such  Holder's  Shares  issued
          upon the  exercise  hereof,  all in  accordance  with the terms of the
          notice delivered by such holder to the Company.

    (ii)  If, in the opinion of such counsel, such proposed disposition requires
          such  registration or qualification  under the Act, or similar federal
          statute then in effect, of the Holder's Shares issuable or issued upon
          the  exercise of this  Warrant,  then the Holder may not engage in any
          transactions except in compliance with all applicable laws.

4.      Indemnification

     The  Company  agrees to  indemnify  and hold  harmless  the  holder of this
Warrant,  or the Holder's  Shares  issuable or issued upon the exercise  hereof,
from and against any claims and liabilities  caused by any untrue statement of a
material  fact, or omission to state a material  fact required to be stated,  in
any such registration statement,  prospectus,  notification or offering circular
under  Regulation A, except insofar as such claims or liabilities  are caused by
any such untrue statement or omission based on information  furnished in writing
to the Company by such holder,  or by any other such holder  affiliated with the
holder who seeks  indemnification,  as to which the holder hereof, by acceptance
hereof, agrees to indemnify and hold harmless the Company.

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<PAGE>

5.      Company's Covenants

     The  Company  covenants  and agrees  that all  Holder's  Shares that may be
issued upon the exercise of this Warrant will, upon issuance, be validly issued,
fully paid and  non-assessable,  and free from all taxes, liens and charges with
respect to the issue thereo (other than taxes relating to any transfer occurring
contemporaneously  with such issue).  The Compan  further  covenants  and agrees
that,  during the period  within which this Warrant may be exercised the Company
will at all times have  authorized  and  reserved a  sufficient  quantity of its
Holder's  Shares  and its  Common  Stock to  provide  for the  exercise  of this
Warrant.

6.      Definitions

     As used  herein,  the  term  "Common  Stock"  shall  mean and  include  the
Company's  Common Stock authorized on the date hereof and shall also include any
capital stock of any class of the Company  thereafter  authorized that shall not
be limited to a fixed sum or  percentage in respect of the rights of the holders
thereof to participate in dividends and in the  distribution  of assets upon the
voluntary or involuntary liquidation,  dissolution or winding-up of the Company;
provided,  however,  that the shares purchasable  pursuant to this Warrant shall
include only shares of the such class referred to in the first paragraph  hereof
designated in the  Company's  Articles of  Incorporation  as Common Stock on the
date of the original  issue of the Warrants,  or in case of any  reorganization,
reclassification,  consolidation,  merger  or sale of  assets  of the  character
referred to in Paragraph 6 hereof,  the Common  Stock or assets  provided for in
such Paragraph.

7.      Exchange

     This Warrant is exchangeable,  upon its surrender by the registered  holder
at such office or agency of the Company as may be designated by the Company, for
new  Warrants  of like  tenor,  representing,  in the  aggregate,  the  right to
subscribe for and purchase hereunder, each of such new Warrants to represent the
right to subscribe for and purchase  such number of Holder's  Shares as shall be
designated by the registered holder at the time of such surrender.  Upon receipt
of evidence  satisfactory  to the  Company of the loss,  theft,  destruction  or
mutilation  of this  Warrant,  and,  in the  case of any  such  loss,  theft  or
destruction,  upon delivery of a bond of indemnity  satisfactory to the Company,
or, in the case of such  mutilation,  upon  surrender  or  cancellation  of this
Warrant,  the Company will issue to the registered  holder a new Warrant of like
tenor,  in lieu of this  Warrant,  representing  the right to subscribe  for and
purchase the number of Holder's  Shares that may be subscribed for and purchased
hereunder.  Nothing  herein is intende to authorize the transfer of this Warrant
except as permitted under Paragraph 2.

8.      Holder's Covenants

     Every holder  hereof,  by accepting  the same,  agrees with any  subsequent
holder  hereof and with the Company that this  Warrant and all rights  hereunder
are  issued  and  shall  be  held  subject  to  all of  the  terms,  conditions,
limitations  and provisions  set forth in this Warrant,  and further agrees that
the Company and its transfer agent may deem and treat the  registered  holder of
this  Warrant as the  absolute  owner  hereof for all  purposes and shall not be
affected b any notice to the contrary.

9.      Notices

     All notices  required  hereunder shall be given by certified  mail,  return
receipt requested,  postage prepaid.  If given by the holder hereof, such notice
shoul be  addressed  to the Company in care of its general  counsel,  G. Richard
Chamberlin,  1941 Southeast 51st Terrace,  Suite 800;  Ocala,  Florida 34471, or
such other address as the Company may designate in writing to the holder hereof;
and if given by the Company, such notice should be addressed to the holde at the
address of the holder shown on the books of the Company.

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10.     Governing Law

     The  validity,  construction  and  enforcement  of this  Warrant  shall  be
governed by the laws of the State of Delaware and  jurisdiction is hereby vested
in the Courts of said State in the event of the  institution of any legal action
under this Warrant.

   *                                 *                                 *

     IN WITNESS  WHEREOF,  COLMENA CORP. has caused this Warrant to be signed by
its duly  authorized  officers  under its  corporate  seal,  to be dated January
29,1999.


                                 COLMENA CORP.

                           By: /s/ Anthony Q. Joffe

                           Anthony Q. Joffe, President

                         Attest: /s/ Vanessa H. Lindsey

                          Vanessa H. Lindsey, Secretary

                                (Corporate Seal)


                                      Page  160

<PAGE>

                                  COLMENA CORP.
                        Holder's Shares Purchase Warrant

                                  EXERCISE FORM

Date:_______________

     The Undersigned hereby irrevocably elects to exercise the subjec Warrant to
the extent of purchasing ___ Holder's Shares and hereby makes payment of $______
the actual exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                      Please type or print in block letters

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

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

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

                                      * * *


                       Signature: _______________________

NOTICE:   The signatures to this partial  assignment of Warrant must  correspond
          with  the  name as  written  upon  the  face of the  Warrant  in every
          particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:

IMPORTANT:     SIGNATURE  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A
               REGISTERED  NATIONAL  EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
               COMPANY!

                                      Page 161


<PAGE>
                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfer unto:

                     (Please type or print in block letters)

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

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

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

the right to purchase Holder's Shares  represented by this Warrant to the extent
of ___  Holder's  Shares to which the within  Warrant  relates,  and does hereby
irrevocably  constitute and appoint  ________________  attorney, to transfer the
same on the books of th Company with full power of substitution in the premises.

 Dated: _____________ ___, _____

                                        Signature: _______________________

NOTICE:        The  signatures  to  this  partial  assignment  of  Warrant  must
               correspond  with the name as written upon the face of the Warrant
               in every  particular,  without  alteration or  enlargement or any
               change whatever.

Signature Guaranteed:



IMPORTANT:     SIGNATURE  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A
               REGISTERED  NATIONAL  EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
               COMPANY!

                                      Page 162