Exchange Agreement

     This Exchange  Agreement (the  "Agreement") is made and entered into by and
among Colmena Corp., a Delaware  corporation  ("Colmena"),  and The Calvo Family
Spendthrift  Trust,  a  Florida  trust  (the  "CFST"),  Colmena  and CFST  being
sometimes  hereinafter  collectively referred to as the "Parties" or generically
as a "Party").

                                    Preamble:

     WHEREAS,  the CFST  desires to enter into  arrangements  making it clear to
Colmena  that it is not and will not become a "control  person" of  Colmena,  as
such term is used for purposes of Item 401(d) of  Regulation SB  promulgated  by
the Commission; and

     WHEREAS,  Colmena desires to assure that such representation is and remains
accurate;

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:

                                   Witnesseth:

                                    Article I
                                   Definitions

     The following terms or phrases,  as used in this Agreement,  shall have the
following meanings:

(A)       Commission:
          The United States Securities and Exchange Commission.

(B)       Exchange Act:
          The Securities Exchange Act of 1934, as amended.

(C)       Exchange Act Reports:
          The reports on  Commission  Forms  10-SB,  10-KSB,  10-QSB and 8-K and
          Commission  Schedules  14A and 14C,  that  Colmena  files  pursuant to
          Section 12(g) of the Exchange Act.

(D)       Exchange Exemption:
          Securities   Act  Section   3(a)(9),   Securities   Exempted  by  Act,
          Subsubsection (9), Securities Exchanged with Security Holders. "Except
          as hereinafter  expressly  provided the provisions of this title shall
          not  apply to any of the  following  classes  of  securities:  ....(9)
          Except with  respect to a security  exchanged in a case under title 11
          of the United States Code,  any security  exchanged by the issuer with
          its existing security holders exclusively where no commission or other
          remuneration  is paid or given  directly or indirectly  for soliciting
          such exchange ....

(D)       Florida Act:
          The Florida Securities and Investor Protection Act.

(E)       Florida Exemption:
          Sec. 517.061,  Florida  Statutes,  Exempt  transactions.  .... (6) Any
          transaction  involving the distribution of the securities of an issuer
          exclusively among its own security  holders,  including any person who
          at the  time  of  the  transaction  is a  holder  of  any  convertible
          security,  any nontransferable  warrant,  or any transferable  warrant
          which is exercisable within not more than 90 days of issuance, when no
          commission  or  other  remuneration  is  paid  or  given  directly  or
          indirectly  in  connection  with  the  sale  or  distribution  of such
          additional securities.

(F)       Securities Act:
          The Securities Act of 1933, as amended.





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                                   Article II
                                    Exchange

(A)  The CFST hereby  exchanges  all of the shares of  Colmena's  common  stock,
     $0.01 par value (the "Common  Stock") which it holds in excess of one share
     less than 5% of all of Colmena's  outstanding  Common Stock (the "Exchanged
     Common  Stock") for shares of Colmena's'  Class A  Non-Voting,  Convertible
     Preferred  Stock,  as more  particularly  described in the  certificate  of
     designation  annexed  hereto and made a part hereof as exhibit  II-A-1 (the
     "Preferred Stock" and the  "Certificate,"  respectively) in an amount equal
     to 1/100th the number of shares of Preferred  Stock as the number of shares
     of Common Stock  exchanged,  as calculated in exhibit annexed II-A-2 hereto
     and made a part hereof (the "Exchange Calculation").

(B)  The exchange is being effected  without  registration  under the Securities
     Act or the Florida Act, based on the exemption from  registration  provided
     by Section  3(a)(9) of the  Securities  Act and Section  517.061(6)  of the
     Florida Act.

(C)  As a material inducement to Colmena's  consideration of the CFST's offer to
     effect  the  exchange,  the CFST  represents,  warrants  and  covenants  to
     Colmena, as follows:

     (1)  The  CFST  acknowledges  that it  has,  based  on its own  substantial
          experience,  the ability to  evaluate  the  transactions  contemplated
          hereby and the merits and risks thereof in general and the suitability
          of the transaction for it in particular;

     (2)  The CFST  understands  that the offer and  issuance  of the  Preferred
          Stock is being made in reliance on the CFST's  representation  that it
          has reviewed  Colmena's  materials  submitted to the NASD  pursuant to
          Exchange Act Rule 15c2-11 and Colmena's Audit, and has become familiar
          with the information  disclosed  therein,  including that contained in
          exhibits filed with such reports;

     (3)  The CFST is fully aware of the material risks associated with becoming
          an investor in Colmena and confirms  that it was  previously  informed
          that all documents,  records and books  pertaining to this  investment
          have been available  from Colmena and that all documents,  records and
          books  pertaining to this  transaction  requested by it have been made
          available to it;

     (4)  The  CFST  has had an  opportunity  to ask  questions  of and  receive
          answers  from  the  officers  of  Colmena  concerning  the  terms  and
          conditions of this Agreement and the transactions contemplated hereby,
          as well as the affairs of Colmena and related matters;

     (5)  The CFST  has had an  opportunity  to  obtain  additional  information
          necessary  to verify the  accuracy of the  information  referred to in
          subparagraphs (1), (2), (3) and (4) hereof;

     (6)  The CFST has represented to Colmena that it has the general ability to
          bear the risks of the  subject  transaction  and that it is a suitable
          investor  for a  private  offering  and the CFST  hereby  affirms  the
          correctness of such information to Colmena;

     (7)  The CFST acknowledges and is aware that:

          (a)  The Preferred Stock is a speculative investment with no assurance
               that  Colmena will be  successful,  or if  successful,  that such
               success will result in payments to the CFST or to  realization of
               capital gains by the CFST on disposition of the Preferred  Stock;
               and

          (b)  The  Preferred  Stock to be issued to it has not been  registered
               under the  Securities  Act or under any  state  securities  laws;
               accordingly  the CFST may have to hold such common  stock and may
               not be able to liquidate, pledge, hypothecate, assign or transfer
               it;




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     (8)  The CFST has obtained  its own opinion  from its legal  counsel to the
          effect  that  after  an  examination  of the  transactions  associated
          herewith and the applicable law, no action needs to be taken by either
          the  CFST or  Colmena  in  conjunction  with  this  Agreement  and the
          issuance of the Preferred Stock in conjunction  therewith,  other than
          such  actions as have  already  been taken in order to comply with the
          securities law requirements of the CFST's state of domicile, including
          the safe  harbor  provided in  conjunction  with  compliance  with the
          Florida Exemption; and

     (9)  (a)  The  certificates  for the Preferred Stock will bear  restrictive
               legends and Colmena's  transfer  agent will be instructed  not to
               transfer the subject  securities unless they have been registered
               pursuant  to  Section 6 of the  Securities  Act or an  opinion of
               counsel to the CFST  satisfactory to legal counsel to Colmena and
               Colmena's  president  has been  provided,  to the effect that the
               proposed  transaction  is exempt from  registration  requirements
               imposed  by  the  Securities   Act,  the  Exchange  Act  and  any
               applicable state or foreign laws.

          (b)  The legend shall read as follows: "The securities  represented by
               this  certificate  were  issued  without  registration  under the
               Securities Act of 1933, as amended,  or comparable  state laws in
               reliance on the  provisions  of Section  3(a)(9) of such act, and
               comparable  state law  provisions.  These  securities  may not be
               transferred,  pledged  or  hypothecated  unless  they  are  first
               registered  under applicable  federal,  state or foreign laws, or
               the   transaction  is   demonstrated   to  be  exempt  from  such
               requirements to Colmena's satisfaction."


                                   Article III
                               General Provisions

3.1      Interpretation.

(A)  When a reference is made in this  Agreement to Schedules or Exhibits,  such
     reference  shall be to a  Schedule  or  Exhibit  to this  Agreement  unless
     otherwise indicated.

(B)  The words  "include,"  "includes" and "including" when used herein shall be
     deemed in each case to be followed by the words "without limitation."

(C)  The headings  contained in this  Agreement are for reference  purposes only
     and  shall not  affect in any way the  meaning  or  interpretation  of this
     Agreement.

(D)  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.

(E)  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.

(F)  The Parties  agree that they have been  represented  by counsel  during the
     negotiation  and  execution of this  Agreement  and,  therefore,  waive the
     application  of any  law,  regulation,  holding  or  rule  of  construction
     providing  that  ambiguities  in an  agreement  or other  document  will be
     construed against the party drafting such agreement or document.




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3.2      Notice.

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

     (1)  To Colmena:

                                  Colmena Corp.
        Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431
                     Attention: Anthony Q. Joffe, President
               Telephone (561) 998-2031, Fax (561) 998-4635; and,
                          e-mail joffe@bellsouth.net;

     (2)  the CFST:

                       The Calvo Family Spendthrift Trust
                1941 Southeast 51st Terrace; Ocala, Florida 34471
                       Attention: Cyndi N. Calvo, Trustee
               Telephone (352) 694-9182, Fax (352) 694-1325; and,
                        e-mail, cyndicalvo@hotmail.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.

(B)  At the request of any Party,  notice  will also be  provided  by  overnight
     delivery,  facsimile  transmission or e-mail,  provided that a transmission
     receipt is retained.

3.3      Merger of All Prior Agreements Herein.

(A)  This instrument, together with the instruments referred to herein, 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.

3.4      Survival.

     The  several  representations,  warranties  and  covenants  of the  Parties
contained herein shall survive the execution hereof and the  Reorganization  and
shall be effective  regardless of any  investigation  that may have been made or
may be made by or on behalf of any Party.

3.5      Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  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 affected thereby.

3.6      Governing Law.

     This Agreement  shall be construed in accordance  with the  substantive and
procedural  laws of the State of Florida (other than those  regulating  taxation
and choice of law).



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3.7      Indemnification.

(A)  Each  Party  hereby  irrevocably  agrees  to  indemnify  and hold the other
     Parties harmless from any and all liabilities and damages  (including legal
     or other expenses incidental thereto), contingent,  current, or inchoate to
     which they or any one of them may become  subject as a direct,  indirect or
     incidental  consequence  of any  action by the  indemnifying  Party or as a
     consequence  of the  failure  of the  indemnifying  Party  to act,  whether
     pursuant to requirements of this Agreement or otherwise.

(B)  In the event it becomes  necessary  to enforce  this  indemnity  through an
     attorney,  with or  without  litigation,  the  successful  Party  shall  be
     entitled  to  recover  from the  indemnifying  Party,  all  costs  incurred
     including reasonable attorneys' fees throughout any negotiations, trials or
     appeals, whether or not any suit is instituted.

3.8      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 any  proceedings
     pertaining  directly  or  indirectly  to the rights or  obligations  of the
     Parties  hereunder  shall,  to the  extent  legally  permitted,  be held in
     Broward  County,  Florida,  and the  prevailing  Party shall be entitled to
     recover its costs and expenses,  including reasonable attorneys' fees up to
     and  including  all  negotiations,  trials and appeals,  whether or not any
     formal proceedings are 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 the CFST and
               two by Colmena.

         (b)   The mediation efforts shall be concluded within ten business days
               after their initiation 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 the CFST and two by Colmena.

     (3)  (a)  Expenses of mediation  shall be borne equally by the Parties,  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 involved.

3.9      Benefit of Agreement.

     The terms and provisions of this Agreement  shall be binding upon and inure
to  the  benefit  of  the   Parties,   their   successors,   assigns,   personal
representatives,  estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.



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3.10     Further Assurances.

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

3.11     Counterparts.

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

(B)  All executed  counterparts  shall constitute one Agreement  notwithstanding
     that  all  signatories  are not  signatories  to the  original  or the same
     counterpart.

(C)  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 by Colmena.


     In Witness  Whereof,  Colmena and the CFST have caused this Agreement to be
executed by themselves or their duly authorized  respective officers,  all as of
the last date set forth below:

Signed, sealed and delivered
         In Our Presence:
                                                         Colmena Corp.
_________________________________                   (A Delaware corporation)

_________________________________         By:  /s/ Anthony Q. Joffe /s/
                                                   Anthony Q. Joffe, President
         (Corporate Seal)
                                       Attest: /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary
Dated:   May 15, 2002

                                            The Calvo Family Spendthrift Trust
_________________________________                    (a Florida trust)

_________________________________         By:  /s/ Cyndi N. Calvo /s/
                                                   Cyndi N. Calvo, Trustee
Dated:   May 15, 2002






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                                 Exhibit II-A-1





                           Certificate of Designation







                            Exchange Agreement Page 7

<PAGE>




                                 Exhibit II-A-1

     CFST will exchange  2,756,251 of the 3,756,250  shares of Colmena's  Common
Stock currently held for 27,563 shares of Colmena's Class A Non-Voting Preferred
Stock.



                            Exchange Agreement Page 8


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