Administrative Offices
                           The Yankee Companies, Inc.
                             A Florida corporation


                                                           Boca Raton Office
Leonard Miles Tucker
President & Chief Executive Officer                    2500 North Military Trail
                                                       Boca Raton, Florida 33431
William A. Calvo, III, Ll.M.                           Telephone (561) 998-2025
Vice President & Treasurer                             Fax Number (561) 998-3425
                                                    E-Mail carrington@flinet.com
Vanessa H. Lindsey                            Please respond to the Ocala Office
Secretary & Chief Administrative Officer
                                                              Ocala Office
Kevin W. Dornan                                      1941 Southeast 51st Terrace
General Counsel                                             Ocala, Florida 34471
                                                        Telephone (352) 694-6661
                                                          Service (352) 368-6525
                                                    Mobile Number (352) 895-8464
                                                       Fax Number (352) 694-1325
                                                    director@yankeecompanies.com


                                 January 2, 2002
Mr. Edward Dmytryk
President, Colmena Corp.
1941 Southeast 51st Terrace
Ocala, FL 34471

                        Re: Amended Engagement Agreement

Dear Mr. Dmytryk:

     The Yankee Companies,LLC, a Florida limited  liability company ("Yankees"),
 has  asked  me to  provide  Colmena  Corp.  ("Colmena")  with  legal  services.
Subject to your approval of the scope and limitation of services, acknowledgment
of disclosures  and waiver of conflicts,  and the other terms of  representation
set forth in this engagement agreement,  I have agreed to provide such services.
This amended engagement  agreement shall be effective as of January 1, 2002, and
supercedes our engagement agreement dated June 18, 2001.

     Scope and Limitation of Services:  You have received a copy of the Retainer
Agreement  between Yankees and me (referred to therein as "Counsel")  dated June
18, 2001, as amended  effective January 1, 2002.  Colmena  acknowledges that the
scope  of  and   limitation  of  services   described  in  Article  Two  of  the
Yankees/Counsel Agreement describes and limits the services Counsel will provide
to Colmena under this engagement  agreement.  Specifically  Colmena acknowledges
that Counsel will provide  Colmena and Yankees with dual  representation  and by
virtue of Counsel's  prior and primary  relationship  with Yankees,  Counsel may
have to withdraw from his  representation  of Colmena in the event a conflict of
interest arises in the judgment of Counsel or if Yankees or Colmena asserts such
a conflict of interest. In the event of such a withdrawal,  Counsel may continue
to represent Yankees even in matters where Yankees and Colmena are adverse.

     By entering into this engagement  agreement Colmena specifically waives the
right to disqualify Counsel from representing Yankees in any matter.

     By entering into this agreement  Colmena also acknowledges that Counsel has
undertaken a duty to disclose  all  information  which he learns  about  Colmena
(whether  confidential or not) to Yankees. For this purpose only, Colmena waives
the attorney-client privilege.


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Colmena Corporation
January 2, 2002



     Compensation:  Counsel will be compensated for the services  provided under
this engagement agreement as follows: Under Article Three of the Yankees/Counsel
Agreement,  Counsel is to receive $40,000 per year (prorated and paid weekly) in
cash, and $5,000 per month in stock.  Colmena's share of this  compensation will
be equal to the  percentage  equivalent  of a fraction,  the  numerator of which
shall be the  number  "1" and the  denominator  of which  shall be the number of
Yankees'  clients that have or will have  publicly  trading  securities  and for
which I have agreed to serve as legal  counsel  under terms  comparable to those
reflected in this agreement.

     In addition to this  compensation,  Counsel will be entitled to  additional
compensation directly from Colmena as a result of the following events:

     A.   In the event that Counsel  arranges or provides funding for Colmena on
          terms  more  beneficial  than those  reflected  in  Colmena's  current
          principal  financing  agreements,  Counsel  shall be entitled,  at his
          election, to either:

          1.   A fee equal to 5% of such savings, on a continuing basis; or

          2.   If equity  funding  is  provided  through  Counsel  or any entity
               affiliated with him, a discount of 25% from the bid price for the
               subject equity  securities,  if they are issuable as free trading
               securities,  or a  discount  of 25%  from the bid  price  for the
               subject  equity  securities,  if they are issuable as  restricted
               securities (as the term  `restricted' is used for purposes of SEC
               Rule 144); and

          3.   If equity  funding is arranged for Colmena by Counsel and Colmena
               is  not  obligated  to  pay  any  other  source  compensation  in
               conjunction therewith,  other than the normal commissions charged
               by  broker   dealers  in  securities   in  compliance   with  the
               compensation guidelines of the NASD, Counsel shall be entitled to
               a bonus in a sum equal to 5% of the net proceeds of such funding.

     B.   In the event that Counsel generates business for Colmena,  then on any
          sales resulting  therefrom,  Counsel shall be entitled to a commission
          equal to 5% of the net  income  derived  by  Colmena  therefrom,  on a
          continuing  basis.  Errors  and  Omissions  Insurance:   Counsel  will
          maintain  errors  and  omissions  insurance  which he  believes  would
          provide  sufficient  coverage for the  services to be performed  under
          this agreement.  Counsel cannot predict, however, how his insurer will
          respond to any particular claim.

     Further  disclosure  of  conflict of interest  and  waivers  thereof:  This
engagement  may give rise to certain  conflicts of interest  which  Counsel must
disclose in  writing.  The Rules of  Professional  Conduct of the  American  Bar
Association, Rule 3-300 provides:

          "A member shall not enter into a business  transaction  with a client,
          or knowingly  acquire an  ownership,  possessory,  security,  or other
          pecuniary  interest adverse to a client,  unless each of the following
          requirements has been satisfied:



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Colmena Corporation
January 2, 2002


1.   The transaction or the acquisition and its terms are fair and reasonable to
     the client and are fully disclosed and transmitted in writing to the client
     in a manner which should reasonably have been understood by the client; and

2.   The client is advised in writing  that the client may seek the advice of an
     independent  lawyer  of the  client's  choice  and is  given  a  reasonable
     opportunity to seek that advice; and

3.   The client  thereafter  consents in writing to the terms of the transaction
     or the terms of the acquisition."

     Colmena  acknowledges that Counsel may receive Colmena stock as his fee for
services  rendered  under this  agreement  and possibly  for  separate  services
rendered  for  Yankees  solely for its  benefit.  As a  shareholder  of Colmena,
Counsel  may at some time have  interests  which do not  coincide  with those of
Colmena management.  By entering into this agreement,  Colmena acknowledges that
Colmena has been advised of the  provisions  of Rule 3-300,  that it has had the
opportunity to seek the advice of another lawyer about this agreement,  and that
in the judgment of the board of directors of Colmena this  agreement is fair and
reasonable.

     If the foregoing is acceptable to you,  please  execute the enclosed  extra
copy of this  engagement  agreement  and return it to the office of the  General
Counsel of Yankees. The original is for your records.


                                Very truly yours,

                           The Yankee Companies, Inc.


                          /s/ Kevin W. Dornan /s/
                              Kevin W. Dornan
                              General Counsel



     The  undersigned  represents  that the Board of Directors of Colmena  Corp.
ratifies this agreement and that he has the authority of the board to sign it.



/s/Edward C. Dmytryk /s/
   Edward Dmytryk, President
   Colmena Corp.