ASSET PURCHASE AGREEMENT AMENDMENT #1

                            ASSET PURCHASE AGREEMENT
                                  AMENDMENT #1



This Asset Purchase Agreement Amendment #1 (Amendment) is entered into as of
this 15th day of April 2004 by and between Xxxx Xxxxx ("Seller"), and Aptus
Corp., a Delaware corporation ("Buyers"). Buyer and Seller are referred to
collectively herein as the "Parties".

WHEREAS, the Parties have entered into an Asset Purchase Agreement on January
23, 2004; and

WHEREAS, the Parties desire to amend Section 2(b), Purchase Price; and

WHEREAS, Section 2(b) shall be replaced in its entirety as follows:

(b)               Purchase Price. At Closing, which shall occur on or before
                  January 31, 2004, unless extended, Buyer shall as follows:

1.       $500,000 payable in common stock as established in Exhibit G. Subject
         to the terms and conditions herein stated, the certificates
         representing the common stock shall be tendered, at closing, by Buyer
         to Seller, duly endorsed or accompanied by stock power(s) duly executed
         in blank by Buyer, with all necessary transfer tax and other revenue
         stamps, if any, acquired at Buyer's expense, affixed and cancelled.
         Buyer agrees to cure any deficiencies with respect to the endorsement
         of the certificate(s) representing the common stock of Buyer to be
         conveyed to Seller pursuant to this Agreement, whether now or in the
         future or with respect to the stock powers accompanying any such
         certificate(s).

2.       Upon the signing of the definitive Purchase Agreement a cash payment of
         $8,500.00 3. Seller shall be granted a warrant to purchase 500,000
         shares of common stock of Aptus Corp. with an exercise price of $0.50
         per share and may be exercised in whole or in part at any time from
         January 23, 2004 through January 22, 2014

4.       The assumption by Buyer of all obligations of Seller and/or Appgen
         Technologies, Inc., a Delaware corporation ("Appgen") to provide
         continuing customer service and support to the existing licensee of the
         CODE in accordance with the existing license agreements between such
         licensees and Appgen and/or Seller.







IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Agreement
Amendment #1 on as of the date first above written.


SELLER:

Xxxx Xxxxx

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx

BUYER:

Aptus Corp.

By: /s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: President