Colmena Corp.
                           Certificate of Designation
     Preferences & Rights of Class A Non-Voting, Convertible Preferred Stock

     Colmena  Corp.,  a  corporation  organized  and existing  under the General
Corporation  Law of the  State  of  Delaware  (the  "Corporation"),  does by its
president  and its  secretary  and under its  corporate  seal hereby  certify as
follows:

FIRST:    That by the  certificate of  incorporation  duly filed in the State of
          Delaware,   as  currently   amended,   the  Corporation  is  expressly
          authorized to issue 10,000,000 shares  "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,  151and 102(4) of the Delaware  General
          Corporation Law."

SECOND:   That pursuant to the authority vested in the Board of Directors by the
          certificate  of  incorporation,  the  board of  directors  by  written
          consent  in lieu of a special  meeting  on the 14th day of May,  2002,
          adopted the following resolution:

          RESOLVED,  that the Board of Directors  hereby  creates and designates
          the  initial  series of  Preferred  Stock,  $0.001 par  value,  of the
          Corporation  designed  exclusively for issuance to persons who are not
          and while holding such shares,  may not become,  "control  persons" of
          the  Corporation,  as such term is used for purposes of Item 401(d) of
          Regulation SB promulgated  by the Securities and Exchange  Commission,
          authorizes the issuance thereof,  and fixes the designation and amount
          thereof and the preferences and relative, participating,  optional and
          other  special  rights  of  such  shares,   and  the   qualifications,
          limitations or restrictions thereof as follows:

1.1  Designation and amount.

     The shares of the initial  class of  Preferred  Stock  shall be  designated
     "Class A Non-Voting,  Convertible  Preferred Stock  (hereinafter  sometimes
     called  "Preferred  Stock"),  and the number of shares  which may be issued
     shall be 1,000,000.

1.2  Dividends.

     (A)  The  holders of shares of the  Preferred  Stock  shall be  entitled to
          receive,  out  of the  assets  of the  Corporation  legally  available
          therefor,  and  as  and  when  declared  by the  Board  of  Directors,
          dividends  of  every  kind   declared  and  paid  to  holders  of  the
          Corporation's Common Stock, at a rate per share one hundred times that
          paid per share of Common Stock.

     (B)  Each such dividend shall be paid to the holders of record of shares of
          the  Preferred  Stock as they  appear  on the  stock  register  of the
          Corporation  on the last day of the month next  preceding  the payment
          date thereof.



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1.3  Conversion.

     The holders of shares of the Preferred Stock shall have the right, at their
     option,  to  convert  such  shares  into  shares  of  Common  Stock  of the
     Corporation, subject to the following terms and conditions:

     (A)  The shares of  Preferred  Stock may be  converted  into fully paid and
          non-assessable shares (calculated as to each conversion to the nearest
          1/100th  of a share)  of  Common  Stock  only to the  extent  that the
          aggregate  of all  shares of Common  Stock  held by the holder and any
          other  person  living with the holder  under  circumstances  requiring
          aggregation of such shares for purposes of Rule 144 promulgated by the
          Commission  (Rule 144) or for purposes of determining the existence of
          "Control" as defined in Rule 405 promulgated by the Commission,  will,
          after  such  conversion,  be less  than 5% of the  outstanding  Common
          Stock;

     (B)  The shares of Preferred  Stock shall be  convertible  at the office of
          the transfer agent for the Preferred Stock (the "Transfer Agent"), and
          at such other place or places,  if any, as the Board of  Directors  of
          the  Corporation  may  designate,  into fully paid and  non-assessable
          shares  (calculated as to each  conversion to the nearest 1/100th of a
          share) of Common Stock.

     (C)  The number of shares of Common Stock issuable upon  conversion of each
          share of the Preferred  Stock shall be equal to one hundred  shares of
          Common Stock (the "Set Conversion  Rate"),  subject to adjustment from
          time to time in certain instances as hereinafter provided.

     (D)  No  fractional  shares of Common  Stock  will be issued;  rather,  one
          fractional  share per  holder  will be  rounded  up to a whole  share,
          provided that such  rounding-up  is in compliance  with Section 1.3(A)
          above.

     (E)  Before any holder of shares of the  Preferred  Stock shall be entitled
          to  convert  the  same  into  Common  Stock,  he shall  surrender  the
          certificate or certificates  therefor,  duly endorsed and dated to the
          Corporation with a medallion signature guarantee, at the office of the
          Transfer Agent or at such other place or places,  if any, as the Board
          of Directors of the Corporation has designated, and shall give written
          notice to the  Corporation  at said  office or place that he elects to
          convey the same and shall  state in writing  therein the name or names
          (with  addresses) in which he wishes the  certificate or  certificates
          for  Common  Stock  to be  issued,  as well as a  notarized  statement
          confirming  that the holder,  together with all other  persons  living
          with the holder  under  circumstances  requiring  aggregation  of such
          shares for purposes of Rule 144  promulgated by the  Commission  (Rule
          144) or for purposes of the  determining the existence of "Control" as
          defined in Rule 405  promulgated by the Commission,  will,  after such
          conversion, hold less than 5% of the outstanding Common Stock.




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                    Colmena Corp. Certificate of Designation

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     (F)  The  Corporation  will, as soon as practicable  thereafter,  issue and
          deliver  at said  office  or place to such  holder  of  shares  of the
          Preferred Stock  certificates  for the number of full shares of Common
          Stock to which he, she or it shall be entitled as aforesaid.

     (G)  Shares of the Preferred  Stock shall be deemed to have been  converted
          as of the close of  business  on the date of the  medallion  signature
          guarantee on the  certificate  surrendered  for conversion as provided
          above  so  long  as  it  is  received  by  the   Corporation   or  the
          Corporation's  transfer  agent no later  than the tenth  business  day
          thereafter,  and the person or persons  entitled to receive the Common
          Stock  issuable upon  conversion  shall be treated for all purposes as
          the record  holder or holders of such Common  Stock as of the close of
          business on such date.

1.4   Adjustments

     (A)  The Set  Conversion  Rate in effect at any time  shall be  subject  to
          adjustment as follows:

          (1)  The Set  Conversion  Rate in effect at the time of the  record or
               effective   date  for  the  following   listed  events  shall  be
               proportionately  adjusted  so that the holder of any share of the
               Preferred  Stock  surrendered  for  conversation  after such time
               shall be entitled to receive the kind and amount of shares  which
               he would have  owned or have been  entitled  to receive  had such
               share of the Preferred Stock been converted  immediately prior to
               such time:

               (a)  If the  Corporation  declares a dividend on its Common Stock
                    in shares of its capital stock;

               (b)  If the  Corporation  subdivides  its  outstanding  shares of
                    Common Stock;

               (c)  If the Corporation combines its outstanding shares of Common
                    Stock into a smaller number of shares; or

               (d)  If the Corporation issues by  reclassification of its Common
                    Stock  (including  any such  reclassification  in connection
                    with a  consolidation  or merger in which the Corporation is
                    the continuing corporation) any shares of its capital stock.

          (2)  Such  adjustment  shall be made  successively  whenever any event
               listed above shall occur.



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                    Colmena Corp. Certificate of Designation

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          (3)  In case the  Corporation  shall  issue  rights or warrants to all
               holders of its Common Stock  entitling  them to subscribe  for or
               purchase  shares of Common  Stock at a price per share  less than
               the closing price for the Corporation's Common Stock, as reported
               on  the  public  stock  market  or  securities  exchange  if  the
               underlying shares of Common Stock are to be  pre-registered  with
               the  Commission  (the  "Current  Market  Price"),  or  50% of the
               Current Market Price if the underlying shares of Common Stock are
               to be issued  without  registration  pursuant to exemptions  from
               applicable  securities laws restricting their  transferability as
               provided in Commission Rule 144 (the "Current  Private  Placement
               Price"),  in each case on the date fixed for the determination of
               stockholders entitled to receive such rights or warrants, the Set
               Conversion   Rate  shall  be  reduced  by  multiplying   the  Set
               Conversion Rate by a fraction of which the numerator shall be the
               number  of shares of  Common  Stock  outstanding  at the close of
               business on the date fixed for such determination plus the number
               of shares of Common  Stock which the  aggregate  of the  offering
               price of the total  number of shares of Common  Stock so  offered
               for  subscription  or  purchaser  would  purchase at such Current
               Market Price or Current Private  Placement Price (as the case may
               be) and the  denominator  shall be the number of shares of Common
               Stock  outstanding at the close of business on the date fixed for
               such  determination  plus the number of shares of Common Stock so
               offered for  subscription  or purchase,  such reduction to become
               effective  immediately  after the  opening of business on the day
               following the date fixed for such determination.

          (4)  In case the  Corporation  shall  distribute to all holders of its
               Common Stock (including any such  distribution made in connection
               with a  consolidation  or merger in which the  Corporation is the
               continuing  corporation)  evidences of its indebtedness or assets
               (excluding  dividends or other  distributions  paid out of earned
               surplus)  or  subscription  rights or warrants  (excluding  those
               referred to in Section 1.4(A)(3) above),  the Set Conversion Rate
               shall  be  adjusted  so that  the  same  shall  equal  the  price
               determined  by  multiplying  the Set  Conversion  Rate in  effect
               immediately  prior to the close of business on the date fixed for
               the  determination  of  stockholders  entitled  to  receive  such
               distribution  by a fraction of which the  numerator  shall be the
               Current  Market  Price per share of the Common  Stock on the date
               fixed for such  determination less the then fair market value (as
               determined  by the Board of Directors of the  Corporation,  whose
               determination  shall  be  conclusive  and  described  in a  Board
               Resolution of the  Corporation  filed with the Transfer Agent) of
               the  portion  of the  assets  or  evidences  of  indebtedness  so
               distributed  applicable  to one  share of  Common  Stock  and the
               denominator  shall be such Current  Market Price per share of the
               Common Stock,  such  adjustment to become  effective  immediately
               prior to the opening of business  of the day  following  the date
               fixed for the  determination of stockholders  entitled to receive
               such distribution.


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                    Colmena Corp. Certificate of Designation

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          (5)  All  calculations  under  this  Section  1.4 shall be made to the
               nearest cent or the nearest  1/100th of a share,  as the case may
               be.

          (6)  In case of any consolidation or merger of the Corporation with or
               into any other corporation  (other than a consolidation or merger
               in which the  Corporation is the continuing  corporation),  or in
               case of any sale or transfer of all or  substantially  all of the
               assets  of the  Corporation,  the  holder  of each  share  of the
               Preferred Stock shall after such  consolidation,  merger, sale or
               transfer  have the right to convert  such share of the  Preferred
               Stock  into the kind and  amount  of  shares  of stock  and other
               securities  and  property  which  such  holder  would  have  been
               entitled  to receive  upon such  consolidation,  merger,  sale or
               transfer  if he had  held  the  Common  Stock  issuable  upon the
               conversion of such share of the Preferred Stock immediately prior
               to such consolidation, merger, sale or transfer.

     (B)  In the event  that at any  time,  as a result  of an  adjustment  made
          pursuant to this Section 1.4, the holder of any share of the Preferred
          Stock  surrendered for  conversation  shall become entitled to receive
          any  securities  other than  shares of Common  Stock,  thereafter  the
          amount of such other  securities so receivable  upon conversion of any
          share of the Preferred  Stock shall be subject to adjustment from time
          to time in a manner and on terms as nearly  equivalent as  practicable
          to the  provisions  with  respect to the Common Stock set forth in the
          foregoing  subsections of this Sections 1.4 and the provisions of this
          Section 1.4 with respect to the Common Stock shall apply on like terms
          to any such other securities.

     (C)  No adjustment in the Set Conversion Rate shall be required unless such
          adjustment  would  require  a change  of at  least  1% in such  price;
          provided,  however,  that  any  adjustments  which by  reason  of this
          Section  1.4(C) are not  required to be made shall be carried  forward
          and taken into account in any subsequent adjustment.

     (D)  Whenever the Set Conversion Rate is adjustable as herein provided:

          (1)  The  Corporation  shall promptly file with the Transfer Agent for
               the  Preferred  Stock  a  certificate  of  the  treasurer  of the
               Corporation  setting forth the adjusted Set  Conversion  Rate and
               showing in reasonably detail the facts upon which such adjustment
               is based,  including a statement of the consideration received or
               to be received by the  Corporation for any shares of Common Stock
               issued or deemed to have been issued; and

          (2)  A notice stating that the Set  Conversion  Rate has been adjusted
               and  setting  forth  the  adjusted  Set  Conversion   Rate  shall
               forthwith be required, and as soon as practicable


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                    Colmena Corp. Certificate of Designation

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               after it is required,  such additional  notice shall be deemed to
               be required  pursuant to this Section 1.4(D)(2) as of the opening
               of  business  on the tenth day after such  mailing  and shall set
               forth the Set  Conversion  Rate as  adjusted  at such  opening of
               business, and upon the mailing of such additional notice no other
               notice need be given of any adjustment in the Set Conversion Rate
               occurring  at or prior to such  opening of business and after the
               time  that the next  preceding  notice  given by  mailing  became
               required.

     (E)  In each of the following  instances the Corporation  shall cause to be
          filed with the  Transfer  Agent and shall  cause to be  mailed,  first
          class  postage  prepaid,  to the holders of record of the  outstanding
          shares of Preferred  Stock,  at least 10 days prior to the  applicable
          record date hereinafter  specified, a notice stating the date on which
          a record  is to be  taken  for the  purpose  of such  distribution  or
          rights,  or, if a record is not to be taken,  the date as of which the
          holders of Common Stock of record to be entitled to such  distribution
          or  rights  are  to  be   determined,   or  the  date  on  which  such
          reclassification,  consolidation, merger, sale, transfer, dissolution,
          liquidation  or winding up is  expected to become  effective,  and the
          date as of which it is expected that holders of Common Stock of record
          shall be entitled to exchange  their  Common Stock for  securities  or
          other property deliverable upon such reclassification,  consolidation,
          merger, sale, transfer, dissolution, liquidation or winding up:

          (1)  If  the  Corporation  shall  authorize  the  distribution  to all
               holders of its Common Stock of evidences of its  indebtedness  or
               assets (other than dividends or other  distributions  paid out of
               earned surplus); or

          (2)  If the Corporation shall authorize the granting to the holders of
               its  Common  Stock of rights to  subscribe  for or  purchase  any
               shares of capital stock of any class or of any other rights; or

          (3)  In the event of any  reclassification  of the Common Stock (other
               than a subdivision or combination  of its  outstanding  shares of
               Common  Stock),  or of any  consolidation  or merger to which the
               Corporation is a party and for which approval of any stockholders
               of the Corporation is required, or of the sale or transfer of all
               or substantially all of the assets of the Corporation; or

          (4)  In  the  event  of  any  reclassification  of  the  voluntary  or
               involuntary  dissolution,   liquidation  or  winding  up  of  the
               Corporation.

     (F)  It is the  intent of this  Section  1.4 to  provide  only  traditional
          antidilutive  provisions for the Preferred  Stock such that the rights
          of the holders of the  Preferred Stock  as provided herein are neither


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                    Colmena Corp. Certificate of Designation

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          greater than nor less than, but entirely  consistent  with, the rights
          of the holders of Common Stock.

1.5      Required Corporate Actions

     (A) (1)   The Corporation will at all times reserve,  keep available and be
               prepared to issue,  free from any preemptive  rights,  out of its
               authorized but unissued  Common Stock,  solely for the purpose of
               effecting  conversion of the Preferred  Stock, the full number of
               shares of Common Stock then issuable  upon the  conversion of all
               outstanding Preferred Stock.

         (2)   The  Corporation  shall from time to time, in accordance with the
               laws of the State of Delaware,  endeavor to amend its Certificate
               of Incorporation to increase the authorized  amount of its Common
               Stock if at any time the  authorized  amount of its Common  Stock
               remaining   unissued  shall  be  not  sufficient  to  permit  the
               conversion of all Preferred Stock.

         (3)   The Corporation  shall, if any shares of Common Stock required to
               be reserved  for issuance  upon  conversion  of Preferred  Stock,
               require   registration  with  or  approval  of  any  governmental
               authority  under any  federal or state law before such shares may
               be issued upon such conversion,  endeavor to cause such shares to
               be so registered or approved as expeditiously as possible.

     (B) (1)   The Corporation will pay any and all taxes that may be payable in
               respect  of the issue or  delivery  of shares of Common  Stock on
               conversion of shares of the Preferred Stock pursuant hereto.

         (2)   The Corporation  shall not,  however,  be required to pay any tax
               which may be payable in respect of any  transfer  involved in the
               issue or transfer  and  delivery  of shares of Common  Stock in a
               name other than that in which the shares of the  Preferred  Stock
               so converted were registered, and no such issue or delivery shall
               be made  unless  and until the person  requesting  such issue has
               paid  to  the  Corporation  the  amount  of any  such  tax or has
               established to the  satisfaction of the Corporation that such tax
               has been paid.

     (C)  Whenever reference is made in Sections 1.3. 1.4 or 1.5 to the issuance
          or sale of shares of  Common  Stock,  the term  "Common  Stock"  shall
          include any stock of any class of the Corporation other than preferred
          stock of any class  with a fixed  (absolutely  or by  reference  to an
          adjustment  formula)  limit on dividends and a fixed amount payable in
          the event of any voluntary or involuntary liquidation,  dissolution or
          winding up of the Corporation.


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                    Colmena Corp. Certificate of Designation

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1.6  Liquidation rights.

     In the  event  of any  liquidation  or  dissolution  or  winding  up of the
     Corporation,  voluntary or involuntary,  the holders of the Preferred Stock
     shall be  entitled  to  receive  liquidation  benefits  identical  to those
     received  by  holders  of any  class  of the  Corporation's  Common  Stock,
     provided that each share of Preferred  Stock shall be treated as if it were
     100 shares of the Common Stock.

1.7  Voting Rights.

     The Preferred Stock shall have no voting rights.

1.8  Restrictions on Holders

     (A)  No shares of the Preferred  Stock may be held by any person serving as
          an officer or director of the Corporation.

     (B)  No  person  holding  shares  of the  Preferred  Stock may serve in any
          capacity with the  Corporation  which would  constitute  such person a
          Control Person of the Corporation,  for purposes of the Securities Act
          of 1933, as amended. or the Exchange Act of 1934, as amended.

THIRD:    That said resolution of the Corporation's board of directors,  and the
          creation  and  authorization  of  issuance  thereby of said  series of
          1,000,000 shares of Preferred Stock and  determination  thereby of the
          dividend rate, liquidation  preferences,  voting rights and provisions
          in respect to conversion or exchange of said stock,  were duly made by
          the Board of  Directors  pursuant to  authority  as  aforesaid  and in
          accordance  with Sections 103, 151 and 102(4) of the Delaware  General
          Corporation Law.


     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  hereunto
affixed this 15th day of May, 2002.

                                  COLMENA CORP.


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

                                [Corporate Seal]

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




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                    Colmena Corp. Certificate of Designation

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