Amend #1 DISTRIBUTION AGREEMENT31.doc
                                             DISTRIBUTION AGREEMENT
                                                  AMENDMENT #1



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

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

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

2.       Distribution

                  Distribution shall be as follows:

         A.       From the Platinum VAR at $1,000 per month on 5.5% to the
                  Developer paid invoices.

         B.       From all other direct and indirect sources 5.5% to the
                  Developer. on paid invoices

         C.       Reports: Within thirty (30) days after the end of the calendar
                  quarter annual period, Aptus shall make a written report to
                  Developer setting forth the gross sales of Licenses sold by
                  Aptus and fully paid on by sources. If there are no gross
                  sales and/or receipts, a statement to that effect will be made
                  by Aptus. At the time each report is made, Aptus shall pay to
                  Developer the distributions by such report.

         D.       Distribution statements and payments to Developer shall be
                  deemed to be final unless written notification by Developer to
                  Aptus is made within 120 days specifying the reasons such
                  statements and payments are unacceptable.

         F.       Beginning the second calendar quarter of the year 2004, and,
                  continuing every calendar quarter thereafter during the term
                  of this Agreement, payments to Developer shall be made within
                  thirty (30) days of the last day of each calendar quarter.


Section 5.        Buyout

This Agreement Aptus may be bought out, at any time during the term of the
Agreement, and, in consideration of such buyout, Aptus will compensate Developer
in the amount of $1,250,000.

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


/s/ Mark Andre                              4/15/04
____________________________________        ______________
Mark Andre, Developer                                Date






Aptus Corp.


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