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".

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/ Mark Andre                                4/15/04
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Mark Andre, Consultant                               Date






Aptus Corp.



By: /s/ John P. Gorst                        4/15/04
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         John P. Gorst, President                    Date