SETTLEMENT AGREEMENT AND MUTUAL RELEASE

     This Settlement Agreement and Mutual Release  (hereinafter  "Agreement") is
entered into as of the 31 day of May,  2000,  by and between  plaintiff  Troy D.
Wiseman,  as Trustee  of the  Wiseman  Family  Trust UDT  10/31/89  (hereinafter
"Wiseman"),  defendant  Richard  C.  Peplin,  Jr.  (hereinafter  "Peplin"),  and
third-party  Colmena  Corporation   (hereinafter  "Colmena")  according  to  the
following terms and conditions:

                                        I
                                    RECITALS

         1.1 As used herein,  "Wiseman" means Troy D. Wiseman, as Trustee of the
Wiseman  Family Trust UDT  10/31/89,  business  address of  InvestLink,  1901 N.
Roselle  Road,  Suite 1030,  Schaumburg,  Illinois  60195,  its  successors  and
assigns.

     1.2 As used herein,  "Peplin"  means  Richard C. Peplin,  Jr.,  residing at
28900 Lake Road, Bay Village,  Ohio 44140,  his  successors and assigns.  1.3 As
used herein,  "Colmena" means the Colmena  Corporation,  a Delaware  corporation
with its principal  place of business at 1941  Southeast  51st  Terrace,  Ocala,
Florida  34471,  including all of its  predecessors  and successors in interest,
parent and subsidiary corporations, divisions, affiliates, and related entities,
as  well  as  their  officers,  directors,   stockholders,   employees,  agents,
representatives, attorneys, and insurers.

     1.4 As used herein the "the Parties" refer collectively to Wiseman, Peplin,
and Colmena, as they are described in Recitals 1.1, 1.2 and 1.3, respectively.

     1.5 Wiseman  alleges that Peplin  failed to return sums and interest due to
Wiseman under a written Guaranty dated October 13, 1997 (the "Guaranty").

     1.6 Wiseman  has  asserted  claims  against  Peplin for  damages  allegedly
arising from the breach of the Guaranty,  as more particularly  described in the
complaint filed in the Circuit Court of Cook County, Illinois in Troy D. Wiseman
v. Richard C. Peplin,  Jr., Case No. 00 L 2462  (hereinafter  referred to as the
"Lawsuit").

     1.7 The undersigned parties desire to enter into this Agreement in order to
provide  for  certain  payments  in full and  complete  release,  discharge  and
settlement of the claims against Peplin set forth in this Lawsuit upon the terms
and  conditions  set further herein without the necessity of proceeding to trial
on the merits with all of the attendant expense.

                                       II
                                     PAYMENT

     2.1 In  consideration  of the dismissal  with prejudice of this Lawsuit and
the release and remaining promises set forth in this Agreement, Peplin agrees to
make a sum  payment  in  the  amount  of  Eleven  Thousand  and  no/100  Dollars
($11,000.00),  payable in eleven equal monthly  installments of One Thousand and
no/100 Dollars ($1,000.00).

     2.2  The  first   such   installment   of  said   payment   shall  be  made
contemporaneously  with the  signing of this  Agreement.  The first  installment
shall be made in the form of a  certified  cashiers  check,  payable  to Troy D.
Wiseman, in the amount of One Thousand and no/100 Dollars ($1,000.00).

     2.3 Each of the ten (10)  remaining  payments  of One  Thousand  and no/100
Dollars ($1,000.00) shall also be made in the form of a certified cashiers check
payable to Troy D.  Wiseman,  to be received by Wiseman at the business  address
indicated in Recital  1.1, no later than the fifth (5th) day of each  successive
month  following the execution of this  Agreement,  beginning with July 2000. As
such,  the second  installment  of One Thousand and no/100  Dollars  ($1,000.00)
shall become due on July 5, 2000.

     2.4 The failure to timely  remit any of the eleven  installments  due under
this Agreement shall constitute a material breach of the Agreement,  and any and
all consideration,  concessions,  or furtherances advanced by Wiseman including,
but not limited to the re-filing of the claims  advanced in this Lawsuit,  shall
be withdrawn.

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     2.5 As additional  consideration  for the dismissal  with prejudice of this
Lawsuit and the release and remaining promises set forth in this Agreement,  the
Colmena Corporation shall transfer to Wiseman five hundred thirty-three thousand
three hundred and thirty-three  (533,333) shares of Colmena  Corporation  stock,
currently valued at 7.5 cents per share.

     2.6 Colmena in no way undertakes  Peplin's liability for his obligations of
Eleven Thousand Dollars and no/100 in cash. Peplin's obligations are independent
of Colmena's under this Agreement.

     2.7 Said dismissal order shall be without  prejudice until such time as the
entire Eleven  Thousand  Dollars and no/100 is paid in full to Wiseman.  At such
time, the dismissal  shall mature into a dismissal with  prejudice,  and any and
all claims giving rise to this Lawsuit shall become extinguished.

                                       III
                     MUTUAL RELEASE AND AGREEMENT RESPECTING
                 PRESENT AND FUTURE CLAIMS AND CAUSES OF ACTION

     In consideration of the above payments, the Parties agree to the following:
3.1 Wiseman and his attorneys  shall file, or cooperate in filing,  and take all
further  steps  that  may  be  necessary  to  secure  the  Court's  entry  of an
appropriate  Order  dismissing this Lawsuit.  Said dismissal shall mature into a
dismissal with prejudice upon the final payment due under this Agreement.

     3.2  Wiseman  releases  and  forever  discharges  Peplin  , and  all of his
predecessors and successors in interest, assignees,  nominees, past, present and
future subsidiaries,  affiliates,  divisions,  officers,  directors,  employees,
stockholders, attorneys, representatives, partners and agents, as well as all of
the subsidiaries, divisions, affiliates, directors, officers, agents, employees,
insurers,  attorneys,  heirs,  executors,  administrators,  and assignees of all
those  persons and entities  (hereinafter  all  collectively  referred to as the
"Released Defendants"), of and from all claims, demands,  obligations,  actions,
or causes of action,  however denominated,  for any injury or damage, related to
this Lawsuit.

     3.3  Peplin  releases  and  forever  discharges  Wiseman,  and  all  of his
predecessors and successors in interest, assignees,  nominees, past, present and
future subsidiaries,  affiliates,  divisions,  officers,  directors,  employees,
stockholders, attorneys, representatives, partners and agents, as well as all of
the subsidiaries, divisions, affiliates, directors, officers, agents, employees,
insurers,  attorneys,  heirs,  executors,  administrators,  and assignees of all
those  persons and entities  (hereinafter  all  collectively  referred to as the
"Released Plaintiffs"), of and from all claims, demands,  obligations,  actions,
or causes of action,  however denominated,  for any injury or damage, related to
this Lawsuit.

     3.4  Wiseman  releases  and  forever  discharges  Colmena,  and  all of its
predecessors and successors in interest, assignees,  nominees, past, present and
future subsidiaries,  affiliates,  divisions,  officers,  directors,  employees,
stockholders, attorneys, representatives, partners and agents, as well as all of
the subsidiaries, divisions, affiliates, directors, officers, agents, employees,
insurers,  attorneys,  heirs,  executors,  administrators,  and assignees of all
those  persons and entities  (hereinafter  all  collectively  referred to as the
"Released  Third-Parties"),  of  and  from  all  claims,  demands,  obligations,
actions,  or causes of action,  however  denominated,  for any injury or damage,
related to this Lawsuit.

     3.5  Colmena  releases  and  forever  discharges  Wiseman,  and  all of his
predecessors and successors in interest, assignees,  nominees, past, present and
future subsidiaries,  affiliates,  divisions,  officers,  directors,  employees,
stockholders, attorneys, representatives, partners and agents, as well as all of
the subsidiaries, divisions, affiliates, directors, officers, agents,

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employees, insurers, attorneys, heirs, executors,  administrators, and assignees
of all those persons and entities  (hereinafter all collectively  referred to as
the  "Released  Plaintiffs"),  of and from  all  claims,  demands,  obligations,
actions,  or causes of action,  however  denominated,  for any injury or damage,
related to this Lawsuit.

     3.6 It is understood that the interest of this Agreement is that Plaintiff,
Defendant,  and Third Party will protect and hold each other  harmless  from any
future or further  payments or exposure with regard to the matters  addressed in
this Agreement.

     3.7 The Parties acknowledge that the payment reflected in this Agreement is
full and fair compensation,  is made to compromise and settle claims disputed as
to both  liability and amount,  and is made to Wiseman in settlement and release
of all claims against any of the Released Defendants,  Released  Plaintiffs,  or
Released Third-Parties arising out of this Lawsuit.

                                       IV
                            MISCELLANEOUS PROVISIONS

     4.1 The Parties agree to execute any and all supplementary documents and to
take all additional steps reasonably  necessary to give full force and effect to
the basic terms and intent of this Agreement.

     4.2 The Parties are fully informed of the terms, contents and conditions of
this Agreement,  and warrant that no promise or  representation  of any kind has
been made to it by the  Parties  or by anyone  acting on behalf of the  Parties,
except as expressly  stated in this  instrument.  In making this  settlement and
signing this Agreement,  the Parties  represent that they have relied solely and
completely upon their own judgment and upon the advice of their  attorneys,  and
that they fully understand and voluntarily accept the terms of the Agreement.

     4.3 This  Agreement  shall be binding  upon and inure to the benefit of all
Parties,  including all of their predecessors and successors in interest, parent
and subsidiary corporations.

     4.4 All Parties represent and warrant: (a) that they are empowered to enter
into this Agreement; (b) that no person or entity other than the Parties have or
have had any interest in the claims,  demands,  obligations  or causes of action
referred to in this Agreement; (c) that the Parties are aware of no other person
or entity who holds or  intends  to file a claim  against  either  Plaintiff  or
Defendant  relating to this  Lawsuit;  and (d) that the terms and  conditions of
this Settlement  Agreement and Mutual Release shall be kept  confidential by the
Parties.

     4.5  The  representations  and  warranties  made  by the  Parties  in  this
Agreement  shall be deemed  material to the rights and obligations of each other
under this Agreement.

     4.6 This  Agreement  is  entered  into the State of  Illinois  and shall be
construed and interpreted in accordance with its laws.

     IN  WITNESS  WHEREOF,  the  parties  hereto  subscribe  their  names.  This
Agreement  may be  executed in one or more  counterparts,  each of which will be
deemed an original once all parties have signed one of the counterparts.

TROY D. WISEMAN, as Trustee of the Wiseman
Family Trust UDT 10/31/89

/s/TROY D. WISEMAN


/s/ RICHARD C. PEPLIN, JR.

COLEMENA CORPORATION
/s/ Anthony Q. Joffe, President

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