AGREEMENT
             TO CONTROL IMPROPER USE OF MATERIAL INSIDE INFORMATION


     This agreement to control improper use of material inside  information (the
"Agreement") is made and entered into, by and between The Yankee Companies, LLC,
a Florida limited liability company  ("Yankees"),  and Colmena Corp., a publicly
held Delaware  corporation  with a class of securities  registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act" and
the "Issuer;"  respectively;  Yankees and the Issuer being sometimes hereinafter
collectively referred to as the "Parties," or generically as a "Party").


                                    PREAMBLE:

WHEREAS,  the  Parties  desire to assure that the Issuer is in  continuing  full
          compliance with its obligations to disseminate  information concerning
          its operations, financial condition and anticipated events on a timely
          basis,  as required by the  Regulation  FD  promulgated  by the United
          States  Securities and Exchange  Commission  ("Regulation  FD" and the
          "Commission," respectively); and

WHEREAS,  pursuant  to  Yankees'  status as an  investor  in and  advisor to the
          Issuer, Yankees may, from time to time, be asked to review and comment
          on  information  concerning  the Issuer that has not yet been publicly
          released; and

WHEREAS,  Yankees and its affiliates,  on a continual  basis, are engaged in the
          sale of  securities of the Issuer which they have  purchased  from the
          Issuer or  received  as  compensation  from the Issuer  and  require a
          mechanism to determine  when such sales would be prohibited by Section
          20A of the Exchange Act, as involving  improper use of material inside
          information  (collectively hereinafter referred to as "Material Inside
          Information"):

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  sum of ten
dollars, the receipt and adequacy of which are hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:


                                   WITNESSETH:

FIRST:    The Issuer  hereby  agrees to provide  Yankees  and its  members  with
          prompt written notice on each occasion that it provides Yankees or its
          members with Material Inside Information, specifically identifying the
          information so provided (the "Notice").

SECOND:   Yankees and its members  hereby agree that  promptly  after receipt of
          the Notice,  they will  maintain the Material  Inside  Information  in
          confidence pursuant to Regulation FD,ss. 243.100 (b)(2)(ii),  and will
          refrain  from placing any new  instructions  for  transactions  in the
          Issuer's  securities  for a period of  forty-eight  hours,  unless the
          purchaser of the  securities  to be sold is provided with the specific
          Material  Inside  Information  involved,  unless the  purchaser of the
          securities  to be sold is provided with the specific  Material  Inside
          Information  involved  and has also  agreed  to  maintain  the same in
          confidentiality as provided herein (the "No New Sales Period"),






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THIRD:    The Issuer hereby agrees that it shall either issue a press release or
          make a filing with the  Commission  disclosing  the specific  Material
          Inside  Information  involved in the  Notice,  within the No New Sales
          Period.

FOURTH:   The Issuer's and Yankees' obligations under this Agreement shall be in
          addition  to, and not in lieu of,  their  existing  obligations  under
          federal and state securities laws.

FIFTH:    Miscellaneous Provisions:

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:

    (1)  To the Issuer:

         Colmena Corp., 5185 Southeast 20th Street, Ocala, Florida 34471;
         Telephone (352) 694-6661; Fax (352) 694-1325;
         email  administration@colmenacorp.com;
         Attention: Vanessa H. Lindsey, Secretary & Chief Administrative Officer

    (2)  To Yankees:

         The Yankee Companies, LLC, 2500 North Military Trail, Suite 225;
         Boca Raton, Florida 33431;
         Telephone (561) 998-2025, Fax (561) 998-3425;
         e-mail lenny@yankeecompanies.com;
         Attention: Leonard Miles Tucker, Chief Executive Officer

     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) (1)   The Parties  acknowledge  that Yankees 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 the Issuer to retain  independent legal and accounting counsel
          to review this Agreement and its exhibits and  incorporated  materials
          on its behalf.

    (3)   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  Yankees'  general  counsel,  who has  reviewed,  approved and
          caused  modifications on behalf of Yankees,  from representing  anyone
          other than Yankees 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.





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(B)  This  Agreement  may not be  modified  without the consent of a majority in
     interest of Yankees' members.

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.

     This Agreement shall be governed by and construed, interpreted and enforced
in  accordance  with the laws of the State of Florida,  except for any choice of
law  provisions  that  would  result in the  application  of the law of  another
jurisdiction.

5.7  Third Party Reliance.

     Legal counsel to and  accountants for the Parties shall be entitled to rely
upon this Agreement.

5.8  Venue.

     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 Palm
Beach County, Florida.

5.9  Litigation.

(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  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:




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     (1) (a)   First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation service in Palm Beach County,  Florida,  to be selected
               by lot from six alternatives to be provided, three by Yankees and
               three by the Issuer.

         (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  Palm  Beach  County,  Florida  to be  selected  by lot,  from  six
          alternatives to be provided, three by Yankees and three by the Issuer.

     (3) (a)   Expenses of mediation shall be borne by Yankees, 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.

5.10 Benefit of Agreement.

(A)  This  Agreement may not be assigned by the Issuer without the prior written
     consent of Yankees.

(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.

5.11 Interpretation.

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

(B)  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.

(C)  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.

(D)  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.

(E)  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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5.12 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.

5.13 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.

5.14 Status.

     Nothing in this Agreement shall be construed or shall constitute an agency,
employment, partnership, or, joint venture relationship.

5.15 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  Securities  and  Exchange
     Commission.

5.16 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.

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

5.17 Waiver.

     No waiver by any party  hereto  of any  condition  or of any  breach of any
provision of this Agreement  shall be effective  unless in writing and signed by
each party hereto.

5.18 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.



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(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.

5.19 Consultation with Counsel.

     The Issuer has carefully read this Agreement and discussed its requirements
and other applicable limitations upon the sale, transfer or other disposition of
the  Issuer's  Securities  acquired  by  Yankees,  to the extent the Issuer felt
necessary, with legal counsel for the Issuer.

     In Witness Whereof, the Issuer and Yankees 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:
                                                      The Issuer
/s/ Edward C. Dmytryk /s/
----------------------------

/s/ Lawrence Van Etten /s/
____________________________            By: /s/ Anthony Q. Joffe /s/
                                                Anthony Q. Joffe, President

Dated:  May 10, 2002

         (Corporate Seal)
                                    Attest: /s/ Vanessa H. Lindsey /s/
                                                Vanessa H. Lindsey, Secretary



                                                The Yankee Companies, LLC
/s/ Nancy Molinari /s/
----------------------------

/s/ Marc Frankel /s/
____________________________            By: /s/ Leonard Miles Tucker /s/
                                                Leonard Miles Tucker
                                                Member & Chief Executive Officer


                                    Attest: /s/ Vanessa H. Lindsey /s/
                                                Vanessa H. Lindsey, Secretary
Dated:  May 10, 2002




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