Certificate of Amendment of
                          Certificate of Incorporation
                                       of
                                  Colmena Corp.

STATE OF FLORIDA  }
COUNTY OF MARION  } ss.:

     This  Certificate of Amendment to Certificate of  Incorporation is executed
by the undersigned  authorized  corporate  officers of Colmena Corp., who, being
sworn, certify as follows:

First:    The annual meeting of the  stockholders of said corporation was called
          and held on May 10, 2002,  upon proper notice and in  accordance  with
          Section  222 of the General  Corporation  Law of the State of Delaware
          ("Section  222"),  and at such meeting,  a quorum having been lawfully
          established, it was resolved by a vote of holders of a majority of the
          shares  of  capital  stock  outstanding  and  entitled  to vote at the
          meeting,  that as proposed and declared advisable by the Corporation's
          board of directors by resolutions adopted on the 14th day of November,
          2001,  and  on  the  10th  day  of  May,  2002,  the   Certificate  of
          Incorporation  of this  corporation  be amended by  repealing  current
          articles  III and IV and  replacing  them as set forth  below,  and by
          adopting new Articles XI, XII, XIII, as follows:

Article III:      Purposes:

     This  Corporation is organized for the purpose of  transacting  any and all
lawful business; provided, however, that it shall not:

A.   Engage  in  any  activities  that  would  subject  it to  regulation  as an
     investment  company  under the Federal  Investment  Company Act of 1940, as
     amended,  unless it shall have first  qualified and elected to be regulated
     as a small business  development  company pursuant to Sections 54 et. seq.,
     thereof,  and limits its investment  company  activities to those permitted
     thereby; or

B.   Engage in any activities  which would subject the Corporation to regulation
     as a broker dealer in securities subject to regulation under the Securities
     Exchange Act of 1934, as amended , or as an investment  advisor  subject to
     regulation under the Investment Advisors Act of 1940, as amended; or

C.   Engage in any other  activities  requiring the  Corporation  to comply with
     governmental  registration  and  supervision,  unless it has completed such
     registration  and conducts itself in full compliance with such  supervisory
     requirements.

Article IV:       Capitalization

     The capital  stock of this  Corporation  shall be divided into  660,000,000
shares, allocated as follows:

A.   1.   650,000,000  shares,  with a par  value of $0.01 per  share,  shall be
          designated as common stock.



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B.   10,000,000 shares shall be designated as preferred stock, $0.001 par value,
     with  all  preferences  and   characteristics   to  be  determined  by  the
     Corporation's Board of Directors on a case by case basis, prior to issuance
     but subject to compliance  with the  requirements  of Sections 103, 151 and
     102(4) of the Delaware General Corporation Law.

Article XI:       Amendments of Certificate by Board of Directors:

     The Corporation's Board of Directors is hereby authorized,  without further
stockholder approval, to amend this Certificate from time to time, in order to:

A.   Effect splits or reverse  splits of the  Corporation's  common or preferred
     stock;

B.   Increase the Corporation's authorized capital;

C.   Decrease the Corporation's authorized capital,  provided that such decrease
     may not affect any issued and outstanding shares; and

D.   Change the name of the Corporation.

Article XII:      Quorum:

     Unless otherwise  provided for in the Corporation's  Bylaws, a quorum shall
consist of no less than one-third of the shares entitled to vote at the meeting,
except that,  where a separate vote by a class or series or classes or series is
required, a quorum shall consist of no less than one-third of the shares of each
class or series or classes or series.

Article XIII:     Compromise & Arrangement

A.   Whenever a compromise or arrangement is proposed  between this  Corporation
     and its creditors or any class of them and/or between this  Corporation and
     its stockholders or any class of them, any court of equitable  jurisdiction
     within the State of Delaware  may, on the  application  in a summary way of
     this  Corporation  or of any  creditor  or  stockholder  thereof  or on the
     application  of any receiver or receivers  appointed  for this  Corporation
     under Section 291 of Title 8 of the Delaware Code or on the  application of
     trustees in dissolution or of any receiver or receivers  appointed for this
     Corporation  under  Section  279 of Title 8 of the  Delaware  Code  order a
     meeting of the creditors or class of creditors  and/or of the  stockholders
     or class of  stockholders  of this  Corporation,  as the case may be, to be
     summoned in such manner as the said court directs.

B.   If a  majority  in  number  representing  three  fourths  in  value  of the
     creditors  or  class  of  creditors  or of the  stockholders  or  class  of
     stockholders of this  Corporation,  as the case may be, agree to compromise
     or arrangement and to any reorganization of this Corporation as consequence
     of said compromise or  arrangement,  the said compromise or arrangement and
     the said reorganization shall, if sanctioned by the court to which the said
     application  has been made,  be binding  on all the  creditors  or class of
     creditors, and/or on all the stockholders or class of stockholders, of this
     Corporation, as the case may be, and also on this Corporation.





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Article XIV       Accelerated Expiration of Term as Director

     Notwithstanding any other provision in this Certificate of Incorporation or
in the Corporation's Bylaws to the contrary,  the term of any director who fails
to participate in at least 75% of the meetings of the board of directors,  or of
committees  on which  such  director  serves  as a  member,  during  any term as
director,  shall be deemed to have expired on the last day of the month in which
the  requisite  level of attendance  is no longer  achieved,  and a new director
shall  be  elected  at the next  regular  or  special  meeting  of the  board of
directors  to fill the balance of the term of the  director  whose term has been
deemed to expire.

Second:   That said  amendment was adopted in accordance  with the provisions of
          Section 242 of the General Corporation Law of the State of Delaware.

Third:    That the capital of said corporation  shall not be reduced under or by
          reason of said amendment.


     In Witness  Whereof,  the Corporation has made under its corporate seal and
the hands of its president and secretary, respectively, of said corporation, the
foregoing  certificate,  and the president and secretary have hereunto set their
hands and caused the corporate  seal of the said  corporation to be affixed this
15th day of May, 2002.


                                  COLMENA CORP.


                          By: /s/ Anthony Q. Joffe /s/
                                  Anthony Q. Joffe
                                  President


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

                                [Corporate Seal]


     Before me, an officer  appointed and  authorized by the State of Florida to
administer oaths, did personally appear on the 15th day of May, 2002, Anthony Q.
Joffe and Vanessa H. Lindsey,  both known to me, and who, being duly sworn,  did
certify  that  they  were the  elected  and  serving  president  and  secretary,
respectively,  of Colmena Corp., a Delaware corporation,  and that, after having
obtained all required  corporate  authorizations,  they  executed the  foregoing
certificate as the act of such corporation.

                           /s/ Sally Ann Stroberg /s/
                        --------------------------------
                        Notary Public - State of Florida


  My commission expires: 06/07/04


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