AMENDING AGREEMENT

Exhibit 10.2

AMENDING AGREEMENT

This Amending Agreement is dated as of June 29, 2006.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby confirm that:

(a) pursuant to Section 12 of a consulting agreement between Rubincon Ventures, Inc. (“RVI”) and Xxxxxx Xxxxxxxxx (“Xxxxxxxxx”) dated March 15, 2005 (the “Consulting Agreement”), Xxxxxxxxx hereby delegates certain consulting duties to Xxxxxx Xxxxx (“Xxxxx”) effective immediately, such duties to be determined by Xxxxxxxxx in consultation with RVI, and Xxxxxxxxx, RVI and Bulwa hereby add Bulwa as a party to the Consulting Agreement;

(b) in connection with a combination agreement between RVI and API Electronics Group Corp (“API”) dated May 5, 2006 (the “Combination Agreement”), whereby RVI and API will merge in an all stock transaction subject to shareholder and regulatory approvals, the parties to the Consulting Agreement hereby add API as a signatory thereto; and

(c) all other provisions of the Consulting Agreement will remain the same.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

RUBINCON VENTURES, INC.						API ELECTRONICS GROUP CORP.
By:		/s/ Xxx Xxxxxxx				By:		/s/ Xxxxx Dezwrek
		Authorized Signatory						Authorized Signatory
SIGNED, SEALED AND DELIVERED                 in the presence of
				)
				)		/s/ Xxxxxx Xxxxxxxxx
Witness				)		XXXXXX XXXXXXXXX
				)
				)         )		/s/ Xxxxxx Xxxxx
Witness				)		XXXXXX XXXXX