Administrative Offices
The Yankee Companies, LLC.
A Florida limited liability company
__________________________
Leonard Miles Tucker
Member & Chief Executive Officer

William A. Calvo, III, Ll.M.
Member

Vanessa H. Lindsey
Secretary & Chief Administrative Officer

Kevin W. Dornan
Counsel
                                                       Boca Raton Office
                                                     2500 North Military Trail
                                                    Boca Raton, Florida 33431
                                                      Telephone (561) 998-2025
                                                     Fax Number (561) 998-3425

                                             Please respond to the Ocala Office

                                                             Ocala Office
                                                    5185 Southeast 20th Street
                                                      Ocala, Florida 34471
                                                    Telephone (352) 694-6661
                                                  Fax Number (352) 694-1325
                                                  Legal@yankeecompanies.com

                                  July 1, 2002


Mr. Anthony Q. Joffe
President, Colmena Corp.
2500 North Military Trail, Suite 225-C
Boca Raton, FL 33431

                        Re: Amended Engagement Agreement

Dear Mr. Joffe:

     The Yankee Companies, LLC, a Florida limited liability company ("Yankees"),
has asked me to provide Colmena Corp.  ("Colmena")  with certain 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 July 1, 2002,  and
supercedes our engagement agreement dated January 2, 2002.

     Scope and Limitation of Services:  You have received a copy of the Retainer
Agreement  between  Yankees and me (referred to therein as "Counsel")  effective
July 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

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Colmena Corp.
July 1, 2002
Page  2


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.

     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 $35.00 per hour in cash (paid weekly), and $20
per hour in stock  (paid on the last day of the  month),  with 20 hours per week
anticipated.  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 counsel under terms  comparable to those  reflected in this  agreement.
Currently the number of such Yankees clients is two, but is subject to change

     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 5% 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.


<PAGE>
Colmena Corp.
July 1, 2002
Page  3


     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 in  accordance  with the terms of his Yankees  Retainer  Agreement and
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:

     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.


<PAGE>

Colmena Corp.
July 1, 2002
Page  4

     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 Counsel of
Yankees. The original is for your records.


                                Very truly yours,

                           The Yankee Companies, LLC.

                              /s/ Kevin W. Dornan

                                 Kevin W. Dornan
                                     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/ Anthony Q. Joffe
__________________________
Anthony Q. Joffe, President
Colmena Corp.