Engagement Agreement

     This Engagement  Agreement (the "Agreement") is entered into,  effective as
of March 26, 2002,, by and between Adam Wasserman, an individual residing in the
State of Florida ("Mr. Wasserman"),  and Colmena Corp., a Delaware publicly held
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities  Exchange Act of 1934, as amended  ("Colmena" and the "Exchange Act,"
respectively,   Colmena  and  all  of  its  subsidiaries,   whether  current  or
subsequently  formed  or  acquired,  sometimes  being  collectively  hereinafter
referred to as the  "Consolidated  Corporation,"  and Colmena and Mr.  Wasserman
being sometimes hereinafter collectively to as the "Parties" or generically as a
"Party".

                                    Preamble:


     WHEREAS, Colmena has directed The Yankee Companies,  LLC, a Florida limited
liability company that serves as Colmena's strategic consultant ("Yankees"),  to
recommend an individual to serve as its chief financial  officer and controller;
and

     WHEREAS,  Yankees has  recommended  Mr.  Wasserman  to  Colmena's  board of
directors based on his knowledge and experience in financial matters,  including
the accounting  services he has been  providing to Colmena  through his company,
CFO On Call; and

     WHEREAS, Colmena's board of directors has determined that he is experienced
and well known in the financial  community and is thoroughly  knowledgeable with
the obligations and restrictions imposed on public companies by the Exchange Act
and the  Securities  Act of 1933,  as  amended  (the  "Securities  Act") and has
requested that he serve as Colmena's chief financial officer and controller; and

     WHEREAS,  Mr.  Wasserman is  agreeable  to serving in this  capacity on the
terms and conditions hereinafter set forth:


     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:


                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination


1.1      Term.

     Subject to the  provisions  set forth herein,  the term of Mr.  Wasserman's
engagement  hereunder  shall be deemed  to  commence  as of March  26,  2002 and
continue until March 25, 2003, unless extended or earlier  terminated by Colmena
as hereinafter set forth.

1.2      Renewals.

     This  Agreement  shall be renewed  automatically,  after  expiration of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 60th day
prior to termination of the then-current term.



                       Colmena Corp. Engagement Agreement

<Page>



1.3      Earlier Termination.

     Colmena  shall  have the right to  terminate  this  Agreement  prior to the
expiration of its Term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:

(a)  For Cause:

     (1)  Colmena may terminate Mr. Wasserman's  engagement under this Agreement
          at any time for cause.

     (2)  Such  termination  shall be evidenced by written notice thereof to Mr.
          Wasserman, which notice shall specify the cause for termination.

     (3)  For purposes hereof, the term "cause" shall mean:

         (A)   The  inability  of  Mr.  Wasserman,  through  sickness  or  other
               incapacity,  to discharge his duties under this  Agreement for 30
               or more  consecutive  days or for a total of 60 or more days in a
               period of twelve consecutive months;

         (B)   The  refusal  of  Mr.  Wasserman  to  follow  the  directions  of
               Colmena's board of directors,  unless Mr.  Wasserman  believes in
               good faith that such directions are contrary to law;

         (C)   Dishonesty;  theft;  or  conviction  of a crime  involving  moral
               turpitude;

         (D)   Material default in the performance of his obligations,  services
               or duties  required under this Agreement or materially  breach of
               any  provision  of this  Agreement,  which  default or breach has
               continued for five days after  written  notice of such default or
               breach.

(b)  Discontinuance of Business:

     In  the  event  that  Colmena   discontinues   operating  its  business  or
     experiences a change in control,  this Agreement  shall terminate as of the
     last day of the month on which it ceases  operation or such control changes
     with the same  force  and  effect  as if such  last day of the  month  were
     originally set as the termination date hereof;  provided,  however,  that a
     reorganization  of  Colmena  shall  not  be  deemed  a  termination  of its
     business.

(c)  Death:

     This  Agreement  shall  terminate  immediately  on Mr.  Wasserman's  death;
     however,  all accrued  compensation  at such time shall be promptly paid to
     Mr. Wasserman's estate.

1.4      Final Settlement.

     Upon  termination  of this  Agreement  and payment to Mr.  Wasserman of all
amounts due him hereunder, Mr. Wasserman or his representative shall execute and
deliver to the terminating entity on a form prepared by the terminating  entity,
a receipt for such sums and a release of all  claims,  except such claims as may
have been  submitted  pursuant to the terms of this  Agreement  and which remain
unpaid, and, shall forthwith tender to Colmena all records,  manuals and written
procedures, as may be desired by it for the continued conduct of its business.



                    Colmena Corp. Engagement Agreement Page 2

<Page>

                                    Article Two
                               Scope of Engagement


2.1      Retention.

     Colmena hereby hires Mr.  Wasserman and Mr.  Wasserman  hereby accepts such
engagement,  in accordance  with the terms,  provisions  and  conditions of this
Agreement.

2.2      General Description of Duties.

(a)  Mr.  Wasserman  shall  be  engaged  as  the  chief  financial  officer  and
     controller of Colmena and shall perform the duties associated  therewith by
     Colmena's bylaws.

(b)  Without limiting the generality of the foregoing, Mr. Wasserman shall:

     (1)  Be responsible  for  coordinating  all financial  aspects of Colmena's
          operations,  including strategic  financial  planning,  supervision of
          Colmena's  treasurer (if one has been  appointed),  and supervision of
          outside auditors;

         (2)   Keep Colmena's  Audit  Committee of the board of directors  fully
               and timely informed of all matters under its jurisdiction

         (3)   Serve  as   Colmena's   principal   compliance   officer  and  be
               responsible for overseeing  preparation and filing of all reports
               of Colmena's activities required to be filed, either periodically
               or on a special  basis with the United  States  Internal  Revenue
               Service,    the   Securities   and   Exchange   Commission   (the
               "Commission"),   and   with   other   federal,   state  or  local
               governmental agencies; and

         (4)   Perform  such other  duties as are  assigned to him by  Colmena's
               board of  directors,  subject to compliance  with all  applicable
               laws and fiduciary obligations.

(c)  Mr. Wasserman covenants and agrees to perform his duties in good faith and,
     subject to the exceptions  specified in Section 2.4, to devote the required
     amount of his  business  time,  energies  and  abilities  to the proper and
     efficient management and execution of such duties.

2.3      Status.

(a)  Mr. Wasserman shall serve as an independent contractor of Colmena and shall
     have no  authority  to act as an agent  thereof,  or to bind Colmena or its
     subsidiaries  as a principal or agent  thereof,  all such  functions  being
     reserved to its board of directors in compliance  with the  requirements of
     its  constituent  documents,  unless the board of directors shall otherwise
     authorize.

(b)  Mr.  Wasserman  hereby  covenants and agrees that he shall not hold himself
     out as an authorized agent of Colmena unless such authority is specifically
     assigned  to him,  on a case by  case  basis,  by its  board  of  directors
     pursuant to a duly adopted resolution which remains in effect.

(c)  Mr. Wasserman hereby  represents and warrants to Colmena that he is subject
     to no legal, self regulatory  organization (e.g.,  National  Association of
     Securities  Dealers,  Inc.'s  bylaws)  or  regulatory  impediments  to  the
     provision of the services  called for by this  Agreement,  or to receipt of
     the  compensation  called  for  under  this  Agreement  or any  supplements
     thereto;  and, Mr.  Wasserman  hereby  irrevocably  covenants and agrees to
     immediately  bring to the  attention of Colmena any facts  required to make
     the foregoing  representation and warranty continuously accurate throughout
     the term of this Agreement, or any supplements or extensions thereof.



                    Colmena Corp. Engagement Agreement Page 3
<Page>


2.4      Non-Exclusivity.

     Mr. Wasserman shall, unless specifically  otherwise authorized by Colmena's
board of  directors,  devote  his  business  time in a way that the  affairs  of
Colmena are satisfied;  provided,  however,  that Colmena hereby recognizes that
Mr.  Wasserman is involved with other business  ventures and hereby  consents to
his  continuation  in such  roles,  provided  that he will  resolve  any  actual
conflicts  of interest  resulting  from such roles in favor of Colmena  whenever
possible and practical.

2.5      Limitations on Services

(a)  The Parties  recognize that certain  responsibilities  and  obligations are
     imposed by federal and state  securities  laws and by the applicable  rules
     and regulations of stock exchanges,  the National Association of Securities
     Dealers,  Inc.,  in-house "due  diligence" or  "compliance"  departments of
     Licensed Securities Firms, etc.; accordingly,  Mr. Wasserman agrees that he
     will not:

     (1)  Release any  financial  or other  material  information  or data about
          Colmena  without the prior  written  consent and approval of Colmena's
          General Counsel;

     (2)  Conduct  any  meetings  with  financial   analysts  without  informing
          Colmena's  General  Counsel and board of  directors  in advance of the
          proposed meeting and the format or agenda of such meeting.

(b)  In any  circumstances  where Mr.  Wasserman is describing the securities of
     Colmena to a third party,  Mr.  Wasserman shall disclose to such person any
     compensation  received  from  Colmena  to the  extent  required  under  any
     applicable  laws,  including,  without  limitation,  Section  17(b)  of the
     Securities Act of 1933, as amended.

(c)  In rendering his services,  Mr.  Wasserman  shall not disclose to any third
     party any  confidential  non-public  information  furnished  by  Colmena or
     American  Internet or  otherwise  obtained  by it with  respect to Colmena,
     except on a need to know basis,  and in such case,  subject to  appropriate
     assurances that such information shall not be used, directly or indirectly,
     in any manner that would violate state or federal  prohibitions  on insider
     trading of Colmena's securities.

(d)  Mr.  Wasserman  shall not take any action which would in any way  adversely
     affect the  reputation,  standing  or  prospects  of Colmena or which would
     cause Colmena to be in violation of applicable laws.


                                  Article Three
                                  Compensation

3.1      Compensation.

     As consideration  for Mr.  Wasserman's  services to Colmena,  Mr. Wasserman
shall be entitled to:

(a)  (1)  Compensation  at the rate of $85.00 per hour of time actually  devoted
          to his duties as Colmena's chief  financial  officer and controller as
          specified in Article 2.2, as well as reimbursement  for all reasonable
          expenses incurred by him in the course of his duties, plus $1,000 each
          month in Colmena's common stock, provided that:

         (a)   He has not been discharged by Colmena for cause;

         (b)   He  fully  complies  with  the  provisions  of  this   Agreement,
               including,    without   limitation,   the   confidentiality   and
               non-competition sections hereof.


                    Colmena Corp. Engagement Agreement Page 4
<Page>



     (2) (a)   The  compensation  specified above in subsection (a) (1) shall be
               paid at the end of each  month.  All  compensation  for  services
               shall be deemed fully earned as of the end of each month. Colmena
               agrees that any stock  certificates  which are  delivered  to Mr.
               Wasserman  pursuant to this  agreement  will never be canceled by
               Colmena or at its direction for any reason except by court order.

         (b)   The number of shares of stock issued  pursuant to this  paragraph
               will  be  calculated   based  on  the  shares'   average  closing
               transaction   price,   as  reported  on  such  exchanges  as  the
               securities may be traded on or, if not traded on any exchange, as
               reported on an  over-the-counter  trading medium (such as the OTC
               Bulletin Board), for the month then ending.

         (c)   Stock  certificates  will be issued to Adam  Wasserman  or to his
               designee,  if  he  so  requests  in  writing.  Colmena  will  use
               reasonable  efforts to assure that its  transfer  agent  delivers
               stock  certificates to Mr.  Wasserman within ten (10) days of the
               end of each month in which Mr. Wasserman  performed the requested
               services.

     (3)  Mr. Wasserman hereby represents,  warrants, covenants and acknowledges
          that:

         (A)   The securities being issued as compensation  under this Agreement
               (the "Securities") will be issued without  registration under the
               provisions of Section 5 of the  Securities  Act or the securities
               regulatory  laws and  regulations  of the State of  Florida  (the
               "Florida  Act")  pursuant  to  exemptions  provided  pursuant  to
               Section 4(6) of the Act and comparable  provisions of the Florida
               Act;

         (B)   Mr.  Wasserman  shall be responsible for preparing and filing any
               reports  concerning this transaction with the Commission and with
               Florida  Division  of  Securities,  and  payment of any  required
               filing fees (none being expected);

         (C)   All  of  the  Securities  will  bear  legends  restricting  their
               transfer,   sale,   conveyance  or   hypothecation   unless  such
               Securities are either  registered under the provisions of Section
               5 of the Act and under the  Florida  Act,  or an opinion of legal
               counsel,  in form and substance  satisfactory to legal counsel to
               Colmena is provided to  Colmena's  General  Counsel to the effect
               that such  registration is not required as a result of applicable
               exemptions therefrom;

         (D)   Colmena's  transfer agent shall be instructed not to transfer any
               of the Securities  unless the General Counsel for Colmena advises
               it that such transfer is in compliance with all applicable laws;

         (E)   Mr.  Wasserman is acquiring the  Securities for his own  account,
               for investment purposes only, and not with a view to further sale
               or distribution; and

         (F)   Mr.  Wasserman or his advisors have examined  Colmena's books and
               records and  questioned  its  officers  and  directors as to such
               matters involving Colmena as he deemed appropriate.


                    Colmena Corp. Engagement Agreement Page 5

<Page>


     (3)  In the  event  that  Colmena  files  a  registration  or  notification
          statement  with the  Commission  or any  state  securities  regulatory
          authorities  registering  or qualifying any of its securities for sale
          or resale to the public as free trading securities, it will notify Mr.
          Wasserman  of such  intent  at least 15  business  days  prior to such
          filing, and shall, if requested by him, include any shares theretofore
          issued  upon  exercise  of  the  Options  in  such   registration   or
          notification  statement,  provided that Mr. Wasserman  cooperates in a
          timely  manner  with  any  requirements   for  such   registration  or
          qualification  by notification,  including,  without  limitation,  the
          obligation to provide complete and accurate information therefor,  and
          provided further that in conjunction with any such  registration,  Mr.
          Wasserman must comply with any reasonable restrictions on sales of the
          registered   securities   generally  required  by  an  underwriter  of
          securities included in such registration statement.

(b)  In addition to the compensation described above:

     (1)  In the event that Mr.  Wasserman  arranges or provides funding for the
          Consolidated Corporation on terms more beneficial than those reflected
          in  the  Consolidated   Corporation's   current  principal   financing
          agreements,  copies  of which  are  included  among  the  Consolidated
          Corporation's  records available through the SEC's EDGAR web site, Mr.
          Wasserman shall be entitled, at its election, to either:

         (A)      A fee equal to 5% of such savings, on a continuing basis; or

         (B)   If equity  funding  is  provided  through  Mr.  Wasserman  or any
               affiliates  thereof,  a discount of 5% from the bid price for the
               subject equity  securities,  if they are issuable as free trading
               securities,  or, a  discount  of 25% from the bid  price  for the
               subject  equity  securities,  if they are issuable as  restricted
               securities  (as the term  restricted  is used for purposes of SEC
               Rule 144); and

         (C)   If  equity   funding  is  arranged  by  Mr.   Wasserman  and  the
               Colsolidated Corporation is not obligated to pay any other source
               compensation  in  conjunction  therewith,  other  than the normal
               commissions charged by broker dealers in securities in compliance
               with the compensation  guidelines of the NASD, then Mr. Wasserman
               shall  be  entitled  to a bonus  in a sum  equal to 5% of the net
               proceeds of such funding.

     (2)  In  the  event  that  Mr.   Wasserman   generates   business  for  the
          Consolidated Corporation,  then, on any sales resulting therefrom, Mr.
          Wasserman  shall be  entitled to a  commission  equal to 5% of the net
          income  derived  by  the  Consolidated  Corporation  therefrom,  on  a
          continuing basis.

3.2      Benefits

     As an  independent  contractor,  Mr.  Wasserman will not be entitled to any
benefits generally made available to Colmena employees,  unless otherwise agreed
to in writing by Colmena's board of directors.

3.3      Indemnification.

     Colmena will defend,  indemnify  and hold Mr.  Wasserman  harmless from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of  Colmena,  its  affiliates  or for other
persons or entities at the request of the board of directors of Colmena,  to the
fullest extent legally  permitted,  and in conjunction  therewith,  shall assure
that all required  expenditures  are made in a manner making it unnecessary  for
Mr. Wasserman to incur any out of pocket expenses;  provided,  however, that Mr.
Wasserman permits Colmena to select and supervise all personnel involved in such
defense  and that Mr.  Wasserman  waives any  conflicts  of  interest  that such
personnel may have as a result of also representing Colmena,  their stockholders
or other per sonnel and agrees to hold them harmless from any matters  involving
such representation, except such as involve fraud or bad faith.


                   Colmena Corp. Engagement Agreement Page 6


<Page>


                                  Article Four
                                Special Covenants

4.1      Confidentiality.

(a)  Mr.  Wasserman  acknowledges  that,  in and as a result  of his  engagement
     hereunder,  he will be  developing  for Colmena,  making use of,  acquiring
     and/or adding to, confidential information of special and unique nature and
     value  relating  to such  matters  as  Colmena's  trade  secrets,  systems,
     procedures,  manuals, confidential reports, personnel resources,  strategic
     and tactical plans, advisors, clients, investors and funders; consequently,
     as material  inducement  to the entry into this  Agreement by Colmena,  Mr.
     Wasserman  hereby covenants and agrees that he shall not, at anytime during
     or following the terms of his engagement hereunder, directly or indirectly,
     personally use,  divulge or disclose,  for any purpose  whatsoever,  any of
     such  confidential  information  which has been obtained by or disclosed to
     him as a result of his engagement by Colmena, or Colmena's affiliates.

(b)  In the event of a breach or  threatened  breach by Mr.  Wasserman of any of
     the  provisions  of this  Section 4.1,  Colmena,  in addition to and not in
     limitation of any other rights,  remedies or damages  available to Colmena,
     whether at law or in equity, shall be entitled to a permanent injunction in
     order to prevent or to restrain any such breach by Mr. Wasserman, or by Mr.
     Wasserman's  partners,  agents,   representatives,   servants,   employers,
     employees,  affiliates  and/or any and all persons  directly or  indirectly
     acting for or with him.

4.2      Special Remedies.

     In view of the irreparable harm and damage which would undoubtedly occur to
Colmena as a result of a breach by Mr.  Wasserman of the covenants or agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect  Colmena's  interests,  Mr. Wasserman hereby covenants and agrees
that  Colmena  shall have the  following  additional  rights and remedies in the
event of a breach hereof:

(a)  Mr.  Wasserman  hereby  consents to the issuance of a permanent  injunction
     enjoining him from any violations of the covenants set forth in Section 4.1
     hereof; and

(b)  Because it is impossible to ascertain or estimate the entire or exact cost,
     damage  or  injury  which  Colmena  may  sustain  prior  to  the  effective
     enforcement of such  injunction,  Mr. Wasserman hereby covenants and agrees
     to pay  over to  Colmena,  in the  event  he  violates  the  covenants  and
     agreements contained in Section 4.2 hereof, the greater of:

     (i)       Any payment or  compensation  of any kind received by him because
               of such violation before the issuance of such injunction, or

     (ii)      The sum of One Thousand ($1,000.00) Dollars per violation,  which
               sum  shall be  liquidated  damages,  and not a  penalty,  for the
               injuries  suffered by Colmena as a result of such violation,  the
               Parties  hereto  agreeing  that such  liquidated  damages are not
               intended as the  exclusive  remedy  available  to Colmena for any
               breach of the covenants and agreements  contained in this Article
               Four,  prior to the  issuance  of such  injunction,  the  Parties
               recognizing that the only adequate remedy to protect Colmena from
               the injury caused by such breaches would be injunctive relief.



                    Colmena Corp. Engagement Agreement Page 7


<PAGE>



4.3      Cumulative Remedies.

     Mr.  Wasserman  hereby  irrevocably  agrees that the remedies  described in
Section 4.3 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which Colmena is or may be entitled to,  whether at law or
in equity, under or pursuant to this Agreement.

4.4      Acknowledgment of Reasonableness.

     Mr. Wasserman  hereby  represents,  warrants and  acknowledges  that he has
carefully read and  considered  the provisions of this Article Four and,  having
done so, agrees that the  restrictions  set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of Colmena,  its
officers, directors and other employees;  consequently, in the event that any of
the  above-described  restrictions  shall be held  unenforceable by any court of
competent jurisdiction,  Mr. Wasserman hereby covenants, agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any limitation  deemed  unenforceable  and, Mr.  Wasserman  hereby covenants and
agrees that if so modified,  the covenants  contained in this Article Four shall
be as fully  enforceable  as if they had been set forth  herein  directly by the
Parties.  In determining the nature of this  limitation,  Mr.  Wasserman  hereby
acknowledges,  covenants  and agrees that it is the intent of the Parties that a
court adjudicating a dispute arising hereunder recognize that the Parties desire
that this  covenant  not to compete be imposed and  maintained  to the  greatest
extent possible.

4.5      Unauthorized Acts.

     Mr.  Wasserman  hereby  covenants and agrees that he will not do any act or
incur any  obligation  on behalf of Colmena  or  American  Internet  of any kind
whatsoever,   except  as  authorized  by  its  board  of  directors  or  by  its
stockholders pursuant to duly adopted stockholder action.

4.6      Covenant not to Disparage

     Mr. Wasserman hereby irrevocably  covenants and agrees that during the term
of this  Agreement  and after its  termination,  he will refrain from making any
remarks  that  could  be  construed  by  anyone,  under  any  circumstances,  as
disparaging,  directly  or  indirectly,  specifically,  through  innuendo  or by
inference,  whether  or  not  true,  about  the  Consolidated  Corporation,  its
constituent  members,  or their officers,  directors,  stockholders,  employees,
agent  or  affiliates,  whether  related  to the  business  of the  Consolidated
Corporation, to other business or financial matters or to personal matters.


                                  Article Five
                                  Miscellaneous

5.1      Notices.

(a)  All notices, demands or other communications hereunder shall be in writing,
     and unless otherwise  provided,  shall be deemed to have been duly given on
     the first  business day after  mailing by  registered  or  certified  mail,
     return receipt requested, postage prepaid, addressed as follows:

                                To Mr. Wasserman:

                                 Adam Wasserman,
                  1643 Royal Grove Way, Weston, Florida 33327;
               Telephone (800) 867-0078; Facsimile (954) 384-2900;
                           e-mail adamw@cfooncall.com


                                   To Colmena:

                                  Colmena Corp.
                     2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                     e-mail administration@colmenacorp.com;
                      Attention: President; with a copy to

                          Vanessa H. Lindsey, Secretary
                                  Colmena Corp.
                           1985 Southeast 20th Street,
                              Ocala, Florida 34471
               Telephone (352) 694-6661, Fax (352) 694-1325; and,
                     e-mail, operations@yankeecompanies.com


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



                    Colmena Corp. Engagement Agreement Page 8
<Page>

(b)  (1)  The Parties acknowledge that Yankees serves as a strategic  consultant
          to  Colmena  and  has  acted  as  scrivener  for the  Parties  in this
          transaction  but that  Yankees  is  neither  a law firm nor an  agency
          subject to any professional regulation or oversight.

     (2)  Because of the inherent  conflict of interests  involved,  Yankees has
          advised all of the Parties to retain  independent legal and accounting
          counsel to review this  Agreement  and its exhibits  and  incorporated
          materials on their behalf.

(c)  The  decision  by any Party not to use the  services  of legal  counsel  in
     conjunction with this  transaction  shall be solely at their own risk, each
     Party  acknowledging  that  applicable  rules of the  Florida  Bar  prevent
     Colmena's   general  counsel,   who  has  reviewed,   approved  and  caused
     modifications  on behalf of Colmena,  from  representing  anyone other than
     Colmena in this transaction.

5.2      Amendment.

(a)  No modification,  waiver, amendment,  discharge or change of this Agreement
     shall be valid  unless  the same is in  writing  and  signed  by the  Party
     against which the  enforcement  of said  modification,  waiver,  amendment,
     discharge or change is sought.

(b)  This  Agreement  may not be  modified  without the consent of a majority in
     interest of Colmena's stockholders.

5.3      Merger.

(a)  This instrument  contains all of the  understandings  and agreements of the
     Parties with respect to the subject matter discussed herein.

(b)  All prior  agreements  whether written or oral, are merged herein and shall
     be of no force or effect.

5.4      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.

5.5      Severability.

     If any provision or any portion of any provision of this Agreement,  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 effected thereby.

5.6      Governing Law and Venue.

     This Agreement  shall be construed in accordance with the laws of the State
of  Florida  but any  proceeding  arising  between  the  Parties  in any  matter
pertaining or related to this Agreement  shall, to the extent  permitted by law,
be held in Broward County, Florida.


5.7      Dispute Resolution.

(a)  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

                   Colmena Corp. Engagement Agreement Page 9


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         expenses, including reasonable attorneys' fees up to and including all
         negotiations, trials and appeals, whether or not litigation is
         initiated.

(b)      In the event of any dispute arising under this Agreement, or the
         negotiation thereof or inducements to enter into the Agreement, the
         dispute shall, at the request of any Party, be exclusively resolved
         through the following procedures:

         (1)  (A)   First,  the issue shall be submitted  to mediation  before a
                    mediation service in Broward County, Florida, to be selected
                    by lot from four alternatives to be provided, two by Colmena
                    and two by Mr. Wasserman.

              (B)   The mediation efforts shall be concluded within ten business
                    days after their in itiation unless the Parties  unanimously
                    agree to an extended mediation period.

         (2)   In the event that  mediation does not lead to a resolution of the
               dispute  then at the  request of any  Party,  the  Parties  shall
               submit the dispute to binding  arbitration  before an arbitration
               service located in Broward County, Florida to be selected by lot,
               from four alternatives to be provided,  two by Colmena and two by
               Mr. Wasserman.

         (3)  (A)   Expenses  of  mediation  shall  be  borne  by  Colmena,   if
                    successful.

              (B)   Expenses of mediation,  if  unsuccessful  and of arbitration
                    shall be borne by the  Party  or  Parties  against  whom the
                    arbitration decision is rendered.

              (C)   If the  terms  of the  arbitral  award  do not  establish  a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation  and  arbitration  shall be borne  equally  by the
                    Parties.

5.8      Benefit of Agreement.

(a)  This  Agreement  may not be  assigned  by Mr.  Wasserman  without the prior
     written consent of Colmena.

(b)  Subject to the  restrictions on  transferability  and assignment  contained
     herein,  the terms and provisions of this  Agreement  shall be binding upon
     and  inure  to the  benefit  of the  Parties,  their  successors,  assigns,
     personal representative, estate, heirs and legatees.

5.9      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.

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5.10     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.

5.11     Further Assurances.

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

5.12     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint venture, agency, or lessor-lessee relationship;  rather, the
relationship established hereby is that of independent contractor to Colmena, as
the term  "independent  contractor"  is defined by the  United  States  Internal
Revenue Service.  In conjunction  therewith,  Mr. Wasserman shall be responsible
for his own tax reporting and payment  obligations,  and shall have the sole and
exclusive responsibility and liability for making all reports and contributions,
withholdings,  payments and taxes to be collected,  withheld, made and paid with
respect to the  services  to be  performed  hereunder,  whether  pursuant to any
social  security,  unemployment  insurance,  worker's  compensation law or other
federal,  state or local  law now in force in effect or  hereafter  enacted.  In
amplification of the foregoing, except as otherwise may be agreed by the Parties
in writing,  Mr.  Wasserman  shall be  responsible  for providing his own office
facilities and supporting personnel.

5.13     Counterparts.

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

(b)  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 Commission.

5.14     License.

(a)  This Agreement is the property of Yankees and the use hereof by the Parties
     is authorized hereby solely for purposes of this transaction.

(b)  The use of this form of  agreement  or of any  derivation  thereof  without
     Yankees' prior written permission is prohibited.



                   Colmena Corp. Engagement Agreement Page 11


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(c)  This Agreement shall not be more strictly  interpreted against any Party as
     a result of its authorship.


                                      * * *

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the date set * forth above.

Signed, Sealed & Delivered
         In Our Presence
                                                         Mr. Wasserman
--------------------------
                                                    /s/ Adam Wasserman /s/
--------------------------                           ---------------------------
                                                        Adam Wasserman


                                                           Colmena Corp.,
                                                     a Delaware corporation
--------------------------

__________________________                      By:   /s/ Edward C. Dmytryk /s/
                                                          Edward C. Dmytryk
                                                          President & Director

(CORPORATE SEAL)
                                            Attest:  /s/ Vanessa H. Lindsey /s/
                                                         Vanessa H. Lindsey
                                                         Secretary



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