Settlement Agreement

     This  Settlement  Agreement (the  "Agreement")  is made by Colmena Corp., a
publicly held Delaware  corporation with a class of securities  registered under
Section  12(g)  of  the   Securities  and  Exchange  Act  of  1934,  as  amended
("Colmena"),  and Arent Fox Kinter  Plotkin & Kahn,  PLLC,  a  Washington,  D.C.
partners limited liability company ("Arent Fox").

                                    Preamble:

     WHEREAS,  the parties have engaged in a series of business  agreements  and
transactions involving Colmena and, for their mutual benefit, the parties desire
to settle all outstanding issues and commitments, including, without limitation,
satisfaction  of an  outstanding  invoice  with  Arent  Fox  in  the  amount  of
$27,323.00 for legal services rendered (the "Arent Fox Invoice"):

     NOW,  THEREFORE,  in consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  the parties,  in  settlement of all of their
outstanding  claims  against each other and their members,  partners,  officers,
directors,  agents and affiliates,  and as an accord and  satisfaction of all of
their rights, obligations and liabilities, hereby agree as follows:

                                   Witnesseth:

First:  The Arent Fox Invoice.

     Colmena  hereby  agrees to  immediately  pay Arent  Fox  $2,750.00  in full
settlement of the Arent Fox Invoice in exchange for a general release from Arent
Fox.

Second: Termination of Agreements & Mutual Releases.

A.   In full payment and  cancellation of all  obligations  owed by any party or
     its  affiliates  to the other party or its  affiliates  and for the general
     releases  of any and all  claims  that  each  party  may be able to  assert
     against  each  other,  from the  beginning  of time  until the date of this
     Agreement,  as  well as in  consideration  for  the  extinguishment  of all
     agreements between them:

     1.   Colmena hereby agrees to pay Arent Fox as set forth above.

     2.   Each of the parties hereby  terminates  all agreements  with the other
          party and its affiliates and hereby  relinquishes all rights,  whether
          accrued or inchoate, under any agreements between it or its affiliates
          and the other party and its  affiliates,  other than those  created by
          this Agreement.

B.   In  consideration  for  the  exchange  of  covenants  reflected  above  but
     excepting only the obligations created by this Agreement, each party hereby
     releases,  discharges  and  forgives  the  other,  and each of the  other's
     subsidiaries,  affiliates,  members, officers, directors,  partners, agents
     and employees from any and all  liabilities,  whether  current or inchoate,
     from the beginning of time until the date of this Agreement,  other than as
     established specifically by this Agreement.

Third:  Miscellaneous.

3.1     Amendment.

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the party  against  which such  modification,  waiver,  amendment,  discharge or
change is sought.


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3.2     Notice.

     All notices,  demands or other  communications  given hereunder shall be in
writing  and shall be deemed to have been duly given on the first  business  day
after mailing by United  States  registered or unaudited  mail,  return  receipt
requested, postage prepaid, addressed as follows:

                                   To Colmena:
         2500 N. Military Trail, Suite 225-C, Boca Raton, Florida 33431
                 Attention: Edward C. Dmytryk, President; and to
                                    ---------

                           The Yankee Companies, LLC.
          2500 N. Military Trail, Suite 225; Boca Raton, Florida 33431
                      Attention: Leonard M.Tucker, Member;
                                    ---------

                                  To Arent Fox:
             1050 Connecticut Avenue, NW, Washington, DC 20036-5339
                      Attention: Arnold R. Westerman, Esq.
                                    ---------

or such other address or to such other person as either party shall designate to
the other for such purpose in the manner hereinafter set forth.


3.3     Merger.

     This instrument, together with the instruments referred to herein, contains
all of the  understandings  and  agreements  of the parties  with respect to the
subject matter discussed  herein.  All prior agreements  whether written or oral
are merged herein and shall be of no force or effect.

3.4     Survival.

     The  several  representations,  warranties  and  covenants  of the  parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any party.

3.5     Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  or the application of such
provision  or any portion  thereof to any person or  circumstance  shall be held
invalid or  unenforceable,  the  remaining  portions of such  provision  and the
remaining  provisions of this Agreement or the  application of such provision or
portion of such  provision  as is held  invalid or  unenforceable  to persons or
circumstances  other  than those to which it is held  invalid or  unenforceable,
shall not be affected thereby.

3.6     Governing Law.

     This Agreement  shall be construed in accordance with the laws of the State
of Florida and any proceedings  pertaining  directly or indirectly to the rights
or obligations of the parties hereunder shall, to the extent legally  permitted,
be held in Palm Beach County, Florida.

3.7     Litigation.

     In any action  between  the  parties  to  enforce  any of the terms of this
Agreement or any other matter arising from this Agreement,  the prevailing party
shall be  entitled  to  recover  its costs and  expenses,  including  reasonable
attorney's  fees up to and  including  all  negotiations,  trials  and  appeals,
whether or not litigation is initiated.



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3.8     Benefit of Agreement.

     The terms and provisions of this Agreement  shall be binding upon and inure
to  the  benefit  of  the   parties,   their   successors,   assigns,   personal
representatives, estate, heirs and legatees.

3.9     Captions.

     The captions in this Agreement are for  convenience  and reference only and
in no way define,  describe,  extend or limit the scope of this Agreement or the
intent of any provisions hereof.

3.10    Number and Gender.

     All pronouns  and any  variations  thereof  shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the party or
parties, or their personal representatives, successors and assigns, may require.

3.11    Further Assurances.

     The parties agree to do,  execute,  acknowledge  and deliver or cause to be
done,  executed,  acknowledged  or  delivered  and to perform  all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.

3.12    Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship,   or  principal-agent   relationship;   rather,  the  relationship
established hereby are those of settling debtor and creditor.

3.13    Counterparts.

        (a)    This Agreement may be executed in any number of counterparts.

        (b)    All  executed   counterparts   shall   constitute  one  Agreement
               notwithstanding  that all  signatories are not signatories to the
               original or the same counterpart.

        (c)    Execution by exchange of facsimile  transmission  shall be deemed
               legally  sufficient to bind the signatory;  however,  the parties
               shall, for aesthetic purposes,  prepare a fully executed original
               version of this Agreement, which shall be the document filed with
               the Securities and Exchange Commission.


3.14    License.


        (a)    This  Agreement is the property of the Yankee  Companies,  LLC, a
               Florida limited liability company ("Yankees").

        (b)    The use hereof by the  parties is  authorized  hereby  solely for
               purposes  of  this  transaction  and,  the  use of  this  form of
               agreement or of any  derivation  thereof  without  Yankees' prior
               written permission is prohibited.

        (c)    The parties hereby  acknowledge that Yankees is not a law firm or
               regulated  entity and has not  provided any party with any advice
               concerning this Agreement; rather, it has informed each party, as
               a  condition  to their use of this  form,  that they must  obtain
               independent legal advice.


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                                      * * *


     In Witness  Whereof,  the parties have caused this Agreement to be executed
effective as of the last date set forth below.

Signed, sealed and delivered
         In Our Presence:
                                                            Colmena Corp.

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


--------------------------------          By: /s/ Edward C. Dmytryk /s/
                                                  Edward C. Dmytryk, President
(CORPORATE SEAL)

                                       Attest:/s/ Vanessa H. Lindsey /s/
--------------------------------                  Vanessa H. Lindsey, Secretary


Dated:   February 27, 2002



                                       Arent Fox Kinter Plotkin & Kahn, PLLC

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


                                       By: /s/ Richard Gale /s/
--------------------------------               Richard Gale,
                                               Member & Authorized Signatory



Dated:   March 6, 2002






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