CONSULTING AGREEMENT AMENDMENT #1 THIS AMENDMENT AGREEMENT #1, made and entered into between Aptus Corp., a Delaware corporation ("Aptus"), and Mark Andre ("Consultant). Aptus and Consultant are referred to collectively herein as the "Parties"....

                                              CONSULTING AGREEMENT
                                                  AMENDMENT #1



         THIS AMENDMENT AGREEMENT #1, made and entered into between Aptus Corp.,
a Delaware corporation ("Aptus"), and Xxxx Xxxxx ("Consultant). Aptus and
Consultant are referred to collectively herein as the "Parties".

         WHEREAS, the Parties have entered into a Consulting Agreement on
January 23, 2004; and

         WHEREAS, the Parties desire to amend the Consulting Agreement as
follows:



3.       TERM. The term of this agreement is for a period of two years,
         commencing on the earlier to occur of April 15, 2004 or when the gross
         revenues of Aptus exceed $40,000.00 in any one calendar month period
         and shall end two (2) years thereafter. This term shall not be
         terminated by Aptus before April 14, 2006 for any reason



         IN WITNESS WHEREOF, the Parties hereto have signed this Consulting
Agreement Amendment #1 on the dates that appear below.


/s/ Xxxx Xxxxx                              April 15, 2004
____________________________________        ______________
Xxxx Xxxxx, Consultant                               Date






Aptus Corp.


      /s/ Xxxx X. Xxxxx                   April 15, 2004
By: ___________________________________     ______________
         Xxxx X. Xxxxx, President                    Date