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Engagement Agreement



               This  Engagement  Agreement  (the  "Agreement")  is entered into,

          effective  as of May 10,  2002,  by and between  Anthony Q. Joffe,  an

          individual residing in the State of Florida ("Mr. Joffe"), 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,   being   collectively   hereinafter   referred  to  as  the

          "Consolidated  Corporation," and Colmena and Mr. Joffe being sometimes

          hereinafter  collectively  to as the  "Parties"  or  generically  as a

          "Party".



                                                     Preamble:



     WHEREAS,  Anthony Q. Joffe has been elected by Colmena's Board of Directors

as Colmena's  president and chief  executive  officer at a board meeting held on

May 10, 2002 in Boca Raton, Florida; and



     WHEREAS,  Mr. Joffe 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. Joffe's service

hereunder  shall be deemed to commence as of May 10, 2002 for an initial term of

30 days,  and then  continue  from  month to month  until the next  election  of

officers by Colmena's board or directors or unless earlier terminated by Colmena

as hereinafter set forth.



               1.2 Renewals.



     This  Agreement  shall be renewed  automatically,  after  expiration of the

initial term,  on a continuing  monthly  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 30th day

prior to termination of the then current term.









           _____________________________________________________________________



                  Please Initial: Colmena: ____ Mr. Joffe: ___



               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.  Joffe's  engagement  under this Agreement at

any time for cause.



     (2) Such  termination  shall be evidenced by written  notice thereof to Mr.

Joffe, which notice shall specify the cause for termination.



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



     (A) The inability of Mr. Joffe,  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. Joffe to follow the directions of Colmena's board of

directors,  unless Mr.  Joffe  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 or Change of Control:



          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 such an event  occurs 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.  Joffe's death;

          however,  all accrued compensation at such time shall be promptly paid

          to Mr. Joffe's estate.



               1.4 Final Settlement.



          Upon  termination  of this  Agreement  and payment to Mr. Joffe of all

          amounts  due him  hereunder,  Mr.  Joffe 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

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