COLMENA CORP.
                      A publicly held Delaware corporation
                              (Stock Symbol "CLME")

                               www.colmenacorp.com


Anthony Q. Joffe
President & Chief Executive Officer

David K. Cantley
Vice President, Treasurer & Chief Financial Officer

Vanessa H. Lindsey
Secretary & Chief Administrative Officer

Anthony Q. Joffe;  David K. Cantley;  Lawrence R. Van Etten;
Vanessa H. Lindsey; Charles J. Champion, Jr;  Robert S. Gigliotti
-----------------
Board of Directors


                                             ADMINISTRATIVE & EXECUTIVE OFFICES
                             1941 Southeast 51st Terrace;  Ocala, Florida 34471
                                  Telephone (352) 694-6661;  Fax (352) 694-1325
                                                   e-mail, vanessa@atlantic.net

                                                      Crystal Corporate Center
             2500 North Military Trail, Suite 225-D;  Boca Raton, Florida 33431
                                  Telephone (561) 998-3435;  Fax (561) 998-4635
                                                 e-mail charles@colmenacorp.com

                                                     Respond to Ocala address


October 5, 2000

American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10007

Attention:  Isaac Freilich, Esquire & Isaac Kagen

         Re.:     Colmena Corp., a publicly held Delaware corporation with a
                  class of securities registered under Section 12(g) of the
                  Exchange Act ("Colmena")

Gentlemen:

         The following provisions, conditions and requirements shall be
implemented immediately in conjunction with any transactions in Colmena
securities:

1.   In order to assure compliance with applicable  federal and state securities
     laws regulating the issuance and transfer of securities, Colmena's transfer
     agent is hereby  instructed that prior to effecting any original  issuances
     of securities or issuances of treasury stock, it must receive:

     (A)  A written and signed  direction  from the president of Colmena or such
          other officer as Colmena's  board of directors  has  designated to the
          transfer agent for such purposes, specifying:

          (1)  The quantity, class, series and par value of stock to be issued;

          (2)  The applicable  exemption from registration or legally acceptable
               evidence that the stock has been  registered with both the United
               States Securities and Exchange  Commission (the "Commission") and
               appropriate  state  regulators  (e.g.,  review of  filings on the
               Commission's EDGAR system); and

          (3)  Specific delivery instructions.


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American Stock Transfer & Trust Company
September 18, 2000
Page 2

     (B)  A certified  copy of a  resolution  of  Colmena's  board of  directors
          specifically  authorizing  the issuance of the subject  securities and
          specifying the quantity  thereof and the exemption  from  registration
          under applicable securities laws relied on.


2.   All certificates  shall be numbered in accordance with procedures  designed
     to assure  that  there are no gaps in the  record of  securities  issued or
     transferred,  and all  records  pertaining  to  transactions  in  Colmena's
     securities,  including  reports to Colmena,  shall reflect such certificate
     numbers.

3.   No restricted  stock (as that term is used for purposes of Commission  Rule
     144 and related matters) may be transferred unless:

     A.   An affidavit is provided by the person requesting the transaction and,
          if different,  the person in whose name the securities are registered,
          affirming  all facts  material to the legal opinion  described  below,
          including, without limitation:

          (1)  The date the securities were acquired;

          (2)  The specific consideration paid therefor;

          (3)  If the securities were issued in whole or in part in exchange for
               services:

               (A)      a specific description of the services provided;

               (B)      the date such services started; and

               (C)      the date such services were completed.

          (4)  A detailed history of transactions in such securities  during the
               preceding 90 days;

          (5)  A  disclosure  of all  persons  with  whom  transactions  must be
               aggregated under applicable  securities laws, and representations
               as to any  transactions by them during the preceding 90 days, and
               of any transactions contemplated by them during the next 90 days;

          (6)  Representations  by any person who has been an officer,  director
               or  holder  of more  than 10% of any  class of  Colmena's  equity
               securities  that all reports on Commission  Forms 3, 4 and 5 have
               been filed with the Commission and that copies have been provided
               to Colmena;

          (7)  Representations  by any person who has been a holder of more than
               5% of any class of Colmena's  equity  securities that all reports
               on  Commission  Schedules  13D or 13G have  been  filed  with the
               Commission and that copies have been provided to Colmena;



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American Stock Transfer & Trust Company
September 18, 2000
Page 3


          (8)  Representations  as to full ownership  rights,  whether record or
               beneficial;

          (9)  Representations  as to any other  person  who has an  undisclosed
               interest in the transaction; and

          (10) All other  factual  representations  necessary for an attorney to
               provide   a   detailed   legal   opinion    asserting,    without
               qualification,  that the  transaction  will be in full compliance
               with all applicable federal and state securities laws.

B.   An opinion of counsel is provided from an attorney:

          (1)  Acceptable to Colmena;

          (2)  Who  carries  malpractice  insurance  covering  the  practice  of
               securities  law and the  provision of legal  opinions of the type
               required;

          (3)  Representing the party requesting the transaction  (provided that
               such attorney may not also be serving as legal counsel to Colmena
               in reviewing the opinion);

          (4)  Addressed  to  Colmena,  the  transfer  agent and any  securities
               brokerage firm involved in the transaction;

          (5)  Certifying to the propriety of the transaction  and  specifically
               addressing  each item of law involved  (including each applicable
               subsection  thereof),  specifically  reciting all material  facts
               relied on, and containing legal conclusions based on such facts;

          (6)  Which is submitted to all of the addressees  and is  acknowledged
               in a signed writing addressed and delivered to the transfer agent
               by  Colmena's   president  (or  other  officer  designated  in  a
               resolution of Colmena's board of directors),  after  consultation
               with Colmena's legal counsel, as acceptable.

C.    No general "this is legal as proposed" opinions may be accepted.

D.    Documentary evidence is provided that:

          (1)  The  transaction  is being  effected  through  a broker  who,  by
               affidavit,   has  agreed  to  comply  with  the  requirements  of
               Commission   Rule  144   (unless   the   transaction   meets  the
               requirements of Commission Rule 144[k]);

          (2)  The transaction meets applicable volume limitations;

          (3)  A report on Commission Form 144 has been properly filed; and




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American Stock Transfer & Trust Company
September 18, 2000
Page 4

          (4)  If any person who has been an officer,  director or holder of 10%
               or more of any class of Colmena's  equity  securities is involved
               in the transaction, a representation that all required reports on
               Commission Forms 3, 4 and 5, and on Commission  Schedules 13D and
               13G  have  been  filed  as to  past  transactions  and,  if  such
               positions  or holdings  where in effect  within the  preceding 90
               days,   that  such  schedules  or  reports  are  being  filed  in
               conjunction with the proposed transaction.

4.       No control stock (as that term is used for purposes of Commission Rule
         144 and related matters) may be transferred unless the transfer agent
         receives signed written directions from Colmena's president or such
         other officers as have been designated by resolution of the board of
         directors to perform such function, directing the transfer agent to
         effect such transfer, accompanied by a written and signed instrument
         from the control person involved, confirming that:

         (A)      The transaction is being effected through a broker who, by
                  affidavit, has agreed to comply with the control transaction
                  requirements of Commission Rule 144 (or, an opinion of counsel
                  meeting the requirements for restricted stock transactions as
                  set forth above, is provided confirming that the transaction
                  may be legally affected in a manner other than pursuant to
                  Commission Rule 144).

         (B)      The transaction meets applicable volume limitations;

         (C)      A report on Commission Form 144 has been properly filed; and

         (D)      All required reports on Commission Forms 3, 4 and 5, and on
                  Commission Schedules 13D and 13G have been filed as to past
                  transactions and are being filed in conjunction with the
                  proposed transaction.

5.       No legends will be removed from certificates unless they are being
         transferred to another person in a bona fide transaction, in compliance
         with the foregoing requirements.

6.       Copies of the foregoing shall be retained by the transfer agent for as
         long as it serves in such role for Colmena, and shall be made available
         to Colmena, upon request.

7.       In order to assure that no securities are issued in excess of those
         authorized in Colmena's then current certificate of incorporation,
         Colmena shall provide the transfer agent and the transfer agent shall
         retain for its records pertaining to transactions in Colmena's
         securities, a copy of Colmena's certificate of incorporation and,
         concurrently with their filing, copies of any amendments thereto or
         certificates designating attributes as to preferred stock where such
         authority has been retained by Colmena's board of directors.


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American Stock Transfer & Trust Company
September 18, 2000
Page 5

     No exceptions from these requirements are to be made for anyone, regardless
of their role with Colmena or the  transfer  agent,  unless  required by a court
order.

                                Very truly yours

                                  Colmena Corp.

                              /s/ Anthony Q. Joffe

                                Anthony Q. Joffe
                       President & Chief Executive Officer

Copy:    Securities and Exchange Commission
         Division of Market Regulation



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