SETTLEMENT AND RELEASE AGREEMENT

     THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered
into as of May 1, 2002, by and between Deutsche Financial Services  Corporation,
a Nevada  corporation  ("DFS"),  and  Colmena  Corp.,  a  Delaware  corporation,
("Colmena") (collectively the "Parties").

                                    Recitals:

     WHEREAS,

A.   DFS and Business Technology  Systems,  Inc. (" Borrower") entered into that
     certain Agreement For Wholesale Financing (Security  Agreement-Arbitration)
     dated on or about February 26, 1997, as amended, whereby Borrower agreed to
     pay DFS any and all indebtedness owing by virtue of advances made by DFS on
     behalf of Borrower  for its  acquisition  of inventory  (collectively,  the
     "Financing Agreement").

B.   Borrower's  obligations  and liabilities to DFS were guaranteed by Colmena,
     Ila Sethi,  Madhu  Sethi,  and Richard C. Peplin,  Jr.  pursuant to certain
     guaranty  agreements  dated  August 5,  1997 by Ila Sethi and Madhu  Sethi,
     dated May 1, 1998 by Richard C. Peplin, Jr. (collectively,  the "Individual
     Guarantors"),  and dated May 1, 1998 by Colmena.  The Colmena guaranty will
     be referred to as the "Guaranty".

C.   On or about  August  26,  1998,  following  a default  under the  Financing
     Agreement and Guaranty, DFS, Colmena and the Individual Guarantors executed
     an Extension  Agreement  ("Extension  Agreement")  and Consent  Arbitration
     Award ("Award").

D.   Following a default under the Extension  Agreement,  DFS sought issuance of
     the Award by an  arbitrator  against  Borrower,  Colmena,  and  Richard  C.
     Peplin,  Jr.  The  arbitrator  issued  an Award in favor of DFS on or about
     October  8,  1999,  in the  aggregate  principal  sum of  $348,858.39  plus
     interest  charges at the per annum  rate of Prime plus 6.5% from  August 1,
     1998 (collectively,  the "Debt").  Colmena has disputed the validity of the
     Award.

E.   As of  the  date  hereof,  Borrower's  obligations  t DFS  pursuant  to the
     Financing Agreement and Award remain in default, and Borrower has failed to
     cure such default.

F.   In order to avoid the costs and  uncertainties  of continued  litigation in
     this matter, the Parties deem it in their best interests to enter into this
     Agreement.

     NOW THEREFORE,  in consideration of the premises,  the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt
and  sufficiency  of which are hereby  acknowledged,  DFS and  Colmena  agree as
follows:

1.   MUTUAL RELEASES.

     Subject to the timely performance of their obligations under this Agreement
     and excluding the obligations  created by this  Agreement,  the Parties and
     each of  their  predecessors,  successors,  assigns,  officers,  directors,
     employees, agents,  representatives,  subsidiaries,  divisions,  attorneys,
     affiliates  and all persons  acting by,  through,  under or in concert with
     them, or any of them, hereby release  and  forever discharge each other and

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     each of each other's  predecessors,  successors,  assigns, past and present
     officers,  directors,   employees,  agents,   representatives,   attorneys,
     subsidiaries,  divisions,  affiliates and all persons  acting by,  through,
     under or in concert with them, from any and all actions,  causes of action,
     suits, debts, liens, contracts, rights, agreements,  obligations, promises,
     liabilities,  claims, demands, damages,  controversies,  losses, costs, and
     expenses  of  any  nature  whatsoever,   known  or  unknown,  suspected  or
     unsuspected, fixed or contingent, which they now have, own or hold or claim
     to have, own or hold or at anytime  heretofore had, owned or held, or claim
     to have,  owned,  or held, or may hereafter  have,  own or hold or claim to
     have, own or hold, arising out of the conduct or matters occurring prior to
     the date hereof  relating to DFS'  extension  of credit to  Borrower.  DFS'
     release of Colmena  expressly  excludes Richard C. Peplin,  Jr., one of the
     Individual Guarantors.  By executing this release, Colmena in no way waives
     its rights to seek indemnification and/or contribution from Borrower or any
     of the Individual Guarantors.

2.    Colmena Obligations.

     A.   Colmena   will  pay  DFS  the  amount  of  Twenty   Thousand   Dollars
          ($20,000.00)  ("Initial  Payment  Amount") to be received by DFS on or
          before 5pm C.S.T.  on May 15,  2002.  Payment will be in the form of a
          company check.

     B    Colmena  will  additionally  pay to DFS  the  sum of  $80,000.00  plus
          interest  at the per annum  rate of U.S.  Prime  from May 1, 2002 (the
          "Note Amount").  Colmena shall remit the sum of $2,500.00 on or before
          the 15th day of each  month for a period of  thirty-two  (32)  months,
          beginning June 15, 2002. In addition to the $2,500.00  monthly payment
          called for herein, should the quarterly operating cash flow of Colmena
          as presented  in the  financial  statements  filed by Colmena with the
          Securities and Exchange  Commission ("SEC") exceed $7,500.00,  Colmena
          shall remit to DFS an additional  principal payment in an amount equal
          to 10% of the operating  cash flow in excess of $7,500.00  ("Cash Flow
          Payment"),  which Cash Flow Payments shall be applied against the Note
          Amount as provided herein.  The Cash Flow Payment shall be paid to DFS
          on or before the 60th day following  each  calendar  quarter until the
          Note  Amount is paid in full.  Interest  on the Note  Amount  shall be
          calculated by DFS for each month using the U.S.  Prime rate  published
          by  JPMorganChase  on the last  business  day of that month.  Interest
          charges  will be paid by the  15th  day of  each  month  for  interest
          accrued for the prior month in  addition  to the  payments  called for
          herein.  All  payments  called for herein shall be made by Colmena for
          receipt  by DFS at its  lockbox  located  at 2053  Collections  Center
          Drive,  Chicago,  Illinois 60693. The Debt, including interest charges
          accrued  through the date of the last billing  cycle,  will be paid in
          full no later  than  January  15,  2005.  All  payments  will be first
          applied to accrued interest and then to principal.

     (c)  Within  ten (10)  business  days  following  the  effectiveness  of an
          increase in Colmena's capitalization by its shareholders, whose Annual
          Meeting is currently scheduled for May 10, 2002, Colmena will issue to
          DFS  2,500,000  shares of  restricted  common  stock of  Colmena  (the
          "Shares") and provide a stock  certificate  therefor.  Colmena  hereby
          grants transferable  piggyback registration rights with respect to the
          Shares, as provided more fully below in Paragraph 3.




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3.   Registration Of Shares.

     Upon the filing of a  Registration  Statement by Colmena with the SEC under
the Securities Act of 1933 (the "Securities  Act") whereby Colmena shall seek to
register any shares of its common stock (the "Registration Statement"),  Colmena
shall  include the Shares in such  filing and use its best  efforts to cause the
Registration Statement to become and continue to remain effective.

         a.    The  Registration  Statement  shall envision the  registration of
               Shares for resale by DFS, provided,  however, that in conjunction
               with any such  registration,  DFS must comply with any reasonable
               restrictions  on sales  of the  registered  securities  generally
               required  by  an  underwriter  of  securities  included  in  such
               Registration   Statement,   provided   further   that   any  such
               restrictions  apply pro rata to all other shares included in such
               Registration Statement.

         b.    Colmena  will  utilize  its  best  efforts  to keep  current  and
               supplement as needed any  information or filings  necessary for a
               one (1) year period subsequent to the execution of this Agreement
               in order to make it  possible  for DFS to sell its Shares  during
               this time period.

         c.    Colmena will furnish  copies of any  prospectus it maintains that
               DFS may request.

         d.    Colmena expressly  covenants to pay any and all expenses incurred
               as a result of the  preparation  and  filing of any  Registration
               Statements,   but  not  any  selling  expenses,   legal  fees  or
               commissions which DFS may incur.

         e.    Colmena  covenants  to  immediately  notif DFS at any time when a
               prospectus  relating  to  the  resale  of  the  Shares  by DFS is
               required  to  be  delivered  under  the  Securities  Act  or  the
               happening  of any  event as a  result  of  which  the  prospectus
               included  in such  registration  statement,  as  then in  effect,
               includes an untrue statement of a material fact or omits to state
               a material  fact  required to be stated  therein or  necessary to
               make the  statements  therein not  misleading in the light of the
               circumstances then existing.

         f.    Colmena will provide any  information  o legal opinion of counsel
               as may be reasonably  requested by any underwriter or broker of a
               DFS sale of Shares.

4.       Representations and Warranties

(a)   Colmena represents and warrants to DFS as follows:

      (i)      Colmena is a corporation, duly incorporated, validly existing and
               in good  standing  under the laws of the State of Delaware,  with
               the  requisite  corporate  power and authority to own and use its
               properties and assets and to transact the business in which it is
               engaged  and  presently  proposes to engage.

      (ii)     All  corporate  action  on the  part of  Colmena,  its  officers,
               directors and  stockholders  necessary  for  the   authorization,



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               execution and delivery of this  Agreement and the  performance of
               all Colmena  obligations  hereunder and thereunder has been taken
               or will be taken as agreed herein. This Agreement constitutes the
               valid and  legally  binding  obligation  of  Colmena  enforceable
               against  Colmena in accordance  with its terms.

      (iii)    All of the Shares when delivered shall have been duly authorized,
               validly issued,  fully paid and  non-assessable.

      (iv)     The Shares will free and clear of all liens or encumbrances.

      (v)      No  consent  of any  other  party  including  without  limitation
               shareholders   or   creditors   of   Colmena   and  no   consent,
               authorization,  approval  or other  action  and no  notice  to or
               filing with any governmental  authority or regulatory body except
               as  required  hereunder  is  required  either for the  execution,
               delivery or performance  of this Agreement by Colmena,  except as
               expressly stated herein.

(b)   DFS represents  and warrants to Colmena as follows:

      (i)      DFS is a corporation, duly incorporated,  validly existing and in
               good  standing  under the laws of the State of  Nevada,  with the
               requisite  corporate  power  and  authority  to own  and  use its
               properties and assets and to transact the business in which it is
               engaged and presently proposes to engage.

      (ii)     DFS confirms  that an  investment  in the Shares  involves a high
               degree of risk,  and it is able (i) to bear the economic  risk of
               this investment, (ii) to hold the Shares for an indefinite period
               of time,  and (iii) to afford a complete loss of its  investment.


      (iii)    DFS hereby  represents  that DFS,  by reason of DFS'  business or
               financial  experience,  has the  capacity  to  protect  DFS'  own
               interests in connection  with the  transactions  contemplated  by
               this Agreement.

      (iv)     DFS hereby  acknowledges  that in connection with the acquisition
               of the  Shares  DFS  has  been  furnished  by  Colmena  with  all
               information regarding Colmena which DFS or its representative has
               requested, has been afforded the opportunity to ask questions of,
               and to receive answers from,  duly  authorized  officers or other
               representatives of Colmena concerning the terms and conditions of
               the  Shares  and the  affairs of  Colmena  and has  received  any
               additional  information which such DFS or its  representative has
               requested.

      (v)      DFS has relied solely upon its own independent  investigation and
               Colmena's   representations  in  this  Agreement  in  making  the
               decision to acquire the Shares. To the extent deemed necessary or
               advisable  by it, DFS has  retained,  at the sole expense of DFS,
               and relied upon,  appropriate  professional  advice regarding the
               investment,   tax  and  legal  merits  and  consequences  of  the
               acquisition of the Shares.

      (vi)     DFS hereby acknowledges that the offer and sale of the Shares has
               not been reviewed by the SEC or any state  regulatory  authority,
               since the Offering is intended to be exempt from the registration
               requirements  of Section 5 of the  Securities  Act. DFS shall not
               sell  or  otherwise  transfer  the  Shares  unless  a  subsequent
               disposition is registered  under the Securities Act in accordance
               with this  Agreement or is exempt from such  registration.

      (vii)    DFS understands  that the Shares have not been  registered  under
               the  Securities  Act by reason of a claimed  exemption  under the
               provisions of the  Securities Act which  depends,  in part,  upon
               DFS'  investment  intention.  In  this  connection,   DFS  hereby
               represents  that it is  acquiring  the Shares for its own account
               for  investment  and  not  with  a  view  toward  the  resale  or
               distribution  to others or for resale,  except in accordance with
               applicable  securities  laws.

      (viii)   DFS understands  that unless and until the Shares are registered,
               the Shares are subject to significant limitations on resale under


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<PAGE>



               applicable  securities  laws. DFS understands  that reliance upon
               Rule 144  under  the  Securities  Act for  resale  of the  Shares
               requires, among other conditions, a one-year holding period prior
               to the resale  (such resale after such  one-year  holding  period
               being  further  subject to sales  volume  limitations).

      (ix)     DFS  consents  to  the  placement  of a  legend,  or  substantial
               equivalent  thereof,  set forth below on any certificate or other
               document evidencing the Shares, until such time as a Registration
               Statement registering the Shares becomes effective.

                    THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                    REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
                    AS AMENDED (THE  "SECURITIES  ACT"), OR ANY APPLICABLE STATE
                    SECURITIES  LAWS,  AND MAY NOT BE SOLD,  OFFERED  FOR  SALE,
                    PLEDGED OR  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE
                    ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT WITH RESPECT
                    TO THE  SECURITIES  UNDER THE SECURITIES ACT OR AN EXEMPTION
                    FROM  THE  SECURITIES  ACT.  ANY SUCH  TRANSFER  MAY ALSO BE
                    SUBJECT TO COMPLIANCE WITH APPLICABLE  STATE SECURITIES LAWS
                    AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS.

5.       Governing Effect.

     To the extent that the terms and  provisions  of the  Financing  Agreement,
Guaranty,  or any other agreement  between DFS and Colmena shall be inconsistent
with the provisions of this  Agreement,  the provisions of this Agreement  shall
govern.

6.         Events of Default.

     The  occurrence  of any one or more of the  following  shall  constitute an
Event of Default under this Agreement: (a) the failure of either Party to comply
with the terms, covenants,  agreements and conditions of this Agreement,  except
as expressly  modified or waived herein;  (b) if any  representation or warranty
made herein shall be incorrect in any material respect.

7.         Survival.

     This Agreement  shall be binding upon and shall inure to the benefit of the
Parties hereto and there respective  successors and assigns.  Each and every one
of the  obligations  and  undertakings of the Parties herein shall be continuing
obligations and  undertakings and shall not cease and terminate until all of the
obligations  and  undertakings  set forth  herein  shall have been  fully  paid,
performed and discharged as specified herein.

8.         Consultation;

     Consideration.  The Parties hereby  acknowledge that they have each had the
benefit of  consultation  with their  respective  legal counsel  concerning this
Agreement.  The parties  further agree that the  consideration  each of them has
given  for this  Agreement  is  reasonably  equivalent  in value  and  therefore
constitutes adequate consideration.

9.       Attorney Fees.

     In the event that this Agreement or any provision  hereof shall be enforced
by an attorney,  whether in-house or retained by a party hereto, whether by suit
or otherwise,  the  reasonable fees and costs of such attorney shall be  paid by


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<PAGE>



the party who  breaches or defaults  hereunder,  including  reasonable  fees and
costs incurred upon appeal or in bankruptcy court.

10.      Assignment.

     Colmena  may not assign  its  rights or  delegate  the  performance  of its
duties,  obligations  and  undertakings  hereunder  without the express  written
consent of DFS, which consent shall not be unreasonably withheld.

11.      Notices.

     All  notices  shall  be in  writing  and  shall  be  deemed  to  have  been
sufficiently  given or served  when  presented  personally,  sent by  facsimile,
Federal  Express,  or deposited  in the United  States mail,  by  registered  or
certified  mail,  to the address of the Parties and their  counsel  below.  Such
addresses  may be changed by notice to the other  party given in the same manner
as above  provided.  Any notice given  hereunder shall be deemed given as of the
date delivered.

         Deutsche Financial Services Corporation
         Attention: Christopher J. Wohlert
         625 Maryville Centre Drive, 3rd Floor
         St. Louis, MO 63141
         Facsimile: 314-317-1909

         With a copy to:
         Deutsche Financial Services Corporation
         655 Maryville Centre Drive
         Saint Louis, MO 63141
         Attention:  General Counsel
         Facsimile: 314-523-3190

         If to Colmena:
         Colmena Corp.
         Attention: General Counsel or Chief Administrative Officer
         5185 Southeast 20th Street
         Ocala, FL 34471 Facsimile: 352-694-1325

12.      Severability.

     If any  term or  provision  of this  Agreement  shall,  to any  extent,  be
determined  by an arbitrator  or a court of competent  jurisdiction  to be void,
voidable  or  unenforceable,  such  void,  voidable  or  unenforceable  term  or
provision shall not affect any other term or provision of this Agreement.

13.      Captions.

     The  section  headings  contained  in this  Agreement  are for  purposes of
reference only and shall not limit,  expand or otherwise affect the construction
of any provisions hereof.

14.      Governing Law.

     This  Agreement  and all matters  relating  hereto  shall be  governed  by,
construed and interpreted in accordance with the laws of the State of Missouri.

15.      Counterparts.

     This Agreement may be executed in any number of  counterparts,  each or any
of which may be  facsimile  signatures,  and each of which when so executed  and
delivered shall be deemed an original, but all such counterparts taken  together


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shall constitute only one instrument.

16.      Entire Agreement.

     This Agreement  constitutes the entire  understanding and agreement between
the Parties  hereto and  supersedes  all prior  agreements,  representations  or
understandings  between  them  relating to the Debt.  All  preceding  agreements
between the Parties  relating to such Debt,  whether written or oral, are hereby
merged into this Agreement.

17.      Further Action.

     The parties hereby agree to execute and deliver such  additional  documents
and to take further  action as may become  necessary or desirable to fully carry
out the provisions and intent of this Agreement.

18.      Recitals.

     The above  recitals are true and correct in all  respects and  incorporated
herein by reference.


     THIS  AGREEMENT  has been  executed to be  effective as of the day and year
first above written.


Deutsche Financial Services Corporation

     By:/s/ R. C. Goldman /s/

     Print name: Richard C. Goldman

     Its: Executive Vice President

Colmena Corp.


      By: /s/ Edward C. Dmytryk /s/

      Edward C. Dmytryk

      Its: President & Chief Executive Officer




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                                 ACKNOWLEDGMENT

STATE OF FLORIDA       )
                       )  ss:
COUNTY OF Palm Beach   )

     On the 10th day of May, 2002,  before me personally came, , who being by me
duly sworn, did depose and say that he is the Chief Executive Officer of Colmena
Corp., known to me to be the officer who executed the within Agreement on behalf
of said  corporation,  and  acknowledged to me that he executed the same for the
purposes therein stated.

/s/ Charles J. Scimeca /s/
------------------------------------
Notary Public - State of Florida

My commission expires: 08/26/04





                                 ACKNOWLEDGMENT

STATE OF MISSOURI      )
                       )  ss:
COUNTY OF St. Louis    )

     On the 7th day of May, 2002, before me personally came, Richard C. Goldman,
who being by me duly sworn,  did depose and say that  s/he is the Executive Vice
President  of Deutsche  Financial  Services  Corporation,  known to me to be the
officer who executed the within  Agreement  on behalf of said  corporation,  and
acknowledged to me that they executed the same for the purposes therein stated.


/s/ Esther F. Stanley /s/
-------------------------
Notary Public

My commission expires: May 11, 2004



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