Employment Agreement
This Employment Agreement (the "Agreement") is entered into by and among
Anthony Q. Joffe, an individual residing in the State of Florida ("Mr. Joffe");
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, Richard C. Peplin, Jr. has resigned as Colmena's president and has
advised its board of directors that in light of his resignation, Colmena should
consider retaining a president more experienced in matters involving the
securities industry, public finance and securities regulatory requirements; and
WHEREAS, Colmena has directed the Yankee Companies, Inc., a Florida
corporation which serves as Colmena's strategic consultant ("Yankees") to
recommend an individual meeting the parameters established by Mr. Peplin, to
serve as its president for the next fiscal year; and
WHEREAS, Yankees has conducted an executive recruitment search and
recommended Mr. Joffe to Colmena's board of directors based on the expectation
that during the next twelve months Colmena's development as a diversified
telecommunications group of companies will require substantial additional
capital and consequently, a president familiar with the investment community and
the practical and regulatory aspects of capital formation; and
WHEREAS, after interviewing Mr. Joffe, 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 restriction 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 president
during the next fiscal year; and
WHEREAS, Mr. Joffe is agreeable to serving as Colmena's president 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
employment hereunder shall be deemed to commence on May 4, 1999 and continue
until May 3, 2000, unless extended or earlier terminated by Colmena as
hereinafter set forth.
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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.
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 the President's employment 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 21
or more consecutive days or for a total of 45 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;
(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, this
Agreement shall terminate as of the last day of the month on which it ceases
operation 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.
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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 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.
Article Two
Scope of Employment
2.1 Retention.
Colmena hereby hires Mr. Joffe and Mr. Joffe hereby accepts such
employment, in accordance with the terms, provisions and conditions of this
Agreement.
2.2 General Description of Duties.
(a) Mr. Joffe shall be employed as the president of Colmena and shall perform
the duties associated with the position of president by Colmena's bylaws.
(b) Without limiting the generality of the foregoing, Mr. Joffe shall:
(1) Serve as the principal point of contact between Colmena and:
(A) The media (print, electronic, voice and picture);
(B) The investment community;
(C) Colmena's security holders;
(2) Be responsible for supervision of all of Colmena's other
officers;
(3) Be responsible for Colmena's compliance with all applicable laws,
including federal, state and local securities laws and tax laws;
(4) Be responsible for supervision of Colmena's subsidiaries; and
(5) 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. Joffe covenants and agrees to perform his employment duties in good
faith and, subject to the exceptions specified in Section 2.4, to devote
substantially all of his business time, energies and abilities to the
proper and efficient management and execution of such duties.
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2.3 Status.
(a) Mr. Joffe shall serve as an employee of Colmena but 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.
(b) Mr. Joffe 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. Joffe 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. Joffe 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.
2.4 Exclusivity.
Mr. Joffe shall, unless specifically otherwise authorized by Colmena's
board of directors, on a case by case basis, devote his business time in a way
that the affairs of Colmena are satisfied; provided, however, that Colmena
hereby recognizes that Mr. Joffe is a full time employee of Harbour Acceptance
Corp. and hereby consents to his continuation in such roles, provided that his
role as Colmena's president shall take priority in allocation of time and
resources to any activities pertaining to such roles, and 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. Joffe 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. Joffe is describing the securities of
Colmena to a third party, Mr. Joffe 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. Joffe 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.
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(d) Mr. Joffe 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. Joffe's services to Colmena Mr. Joffe shall
be entitled to:
(a) (1) 200,000 shares of Colmena's common stock, provided that:
(a) He remains in the employ of Colmena for a period of not
less than 365 consecutive days;
(b) He has not been discharged by Colmena for cause;
(c) He fully complies with the provisions of this
Agreement, including, without limitation, the
confidentiality and non-competition sections hereof;
(2) Mr. Joffe 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. Joffe 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 sub stance
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;
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(E) Mr. Joffe 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. Joffe 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.
(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. Joffe 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. Joffe 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.
(b) In addition to the compensation described above:
(1) In the event that Mr. Joffe 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. Joffe 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. Joffe 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 for the Consolidated
Corporation by Mr. Joffe and Colmena 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, the Mr. Joffe 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. Joffe generates business for the
Consolidated Corporation, then, on any sales resulting
therefrom, Mr. Joffe 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
Mr. Joffe shall be entitled to any benefits generally made available
to all other employees (rather than to a specified employee or group of
employees).
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3.3 Indemnification.
Colmena will defend, indemnify and hold Mr. Joffe 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 the Consolidated Corporation, 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. Joffe to incur any out of pocket expenses;
provided, however, that Mr. Joffe permits Colmena to select and supervise all
personnel involved in such defense and that Mr. Joffe waives any conflicts of
interest that such personnel may have as a result of also representing Colmena,
their stockholders or other personnel and agrees to hold them harmless from any
matters involving such representation, except such as involve fraud or bad
faith.
Article Four
Special Covenants
4.1 Confidentiality.
(a) Mr. Joffe acknowledges that, in and as a result of his employment
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. Joffe hereby
covenants and agrees that he shall not, at anytime during or following the terms
of his employment 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 employment by
Colmena, or Colmena's affiliates.
(b) In the event of a breach or threatened breach by Mr. Joffe 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. Joffe, or by Mr. Joffe'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. Joffe 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. Joffe hereby covenants and agrees that
Colmena shall have the following additional rights and remedies in the event of
a breach hereof:
(a) Mr. Joffe 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
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(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. Joffe 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.
4.3 Cumulative Remedies.
Mr. Joffe 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. Joffe 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. Joffe hereby covenants, agrees and directs such
court to substitute a reasonable judicially enforceable limitation in place of
any limitation deemed unenforceable and, Mr. Joffe 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. Joffe 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. Joffe 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. Joffe 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 Company, its constituent
members, or their officers, directors, stockholders, employees, agent or
affiliates, whether related to the business of the Consolidated Company, to
other business or financial matters or to personal matters.
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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. Joffe:
Anthony Q. Joffe:
101 Southwest 11th Avenue;
Boca Raton, Florida 33486;
Telephone (561) 392-6010; Facsimile (561) 392-6070; e-mail [email protected]
To Colmena:
Colmena Corp.
2500 North Military Trail, Suite 225;
Boca Raton, Florida 33431
Telephone (561) 998-2025, Fax (561) 998-3425;
and,
e-mail [email protected];
Attention: Senior Vice President; with a copy to
Vanessa H. Lindsey, Secretary
Colmena Corp.
1941 Southeast 51st Terrace,
Ocala, Florida 34471
Telephone (352) 694-9182, Fax (352) 694-1325;
and,
e-mail, [email protected] ;
and to
The Yankee Companies, Inc.
2500 North Military Trail, Suite 225;
Boca Raton, Florida 33431
Telephone (561) 998-2025, Fax (561) 998-3425;
and,
e-mail [email protected];
Attention: Leonard Miles Tucker, President
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 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.
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(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 expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials and appeals, whether or not litigation is
initiated.
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(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 six alternatives to be provided, three
by Colmena and three by Mr. Joffe.
(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 six alternatives to be provided, three
by Colmena and three by Mr. Joffe.
(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. Joffe 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.
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.
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5.12 Status.
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of employer-employee in Colmena.
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 Securities and
Exchange 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.
(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 last date set forth * below.
Signed, Sealed & Delivered
In Our Presence
Mr. Joffe
--------------------------
-------------------------- /s/ Anthony Q. Joffe
Anthony Q. Joffe
Dated: January 3, 2000
Colmena Corp
a Delaware corporation
--------------------------
__________________________ By: /s/ Charles J. Champion
Charles J. Champion
Director Specifically authorized
to act as the agent of Colmena for
purposes of executing this Agreement
(CORPORATE SEAL)
Attest: /s/ Vanessa H. Lindsey
Vanessa H. Lindsey
Secretary
Dated: January 3, 2000
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