Aptus Corp.
1127 Broadway Plaza, Suite 203
Tacoma, Washington 98402-3519

November 3, 2003

Re:  Non-Binding Letter of Intent

Dear Mr. Andre:

Aptus Corp. (APTUS) a corporation incorporated pursuant to the laws of the State
of Delaware, is pleased to outline the general terms and conditions of its
intent to enter into a proposed asset purchase agreement transaction with Mark
Andre and Appgen, Inc., (APP), its subsidiaries, or affiliated companies. The
following is an outline of the material terms and conditions of the Transaction.

Calculation of Purchase Price

APP will agree to sell certain of its assets pursuant to an Asset Purchase
Agreement (the "Agreement") based upon a purchase price of $500,000. The
Agreement shall contain standard representations, warranties, indemnities and
conditions to closing (the "Closing").

Payment of Purchase Price

The purchase price shall be paid as follows:

(1)  $500,000 payable in preferred stock of APTUS. Aptus will use best efforts
     to get Aptus common stock listed publicly within 120 days from the closing
     of the definitive agreement,

(2)  An equity stake which shall represent 30% ownership of Aptus,

(3)  A 5.5% royalty on all revenues in perpetuity, with a minimum royalty of X
     per unit of MyBooks, MyBooks Professional, Executive Dashboard, and any
     combination of products under Custom Suite to be agreed to in the
     definitive agreement,

(4)  A consulting agreement in the amount of $5,000 per month payable in cash or
     freely tradable securities for a period of two years. Payments shall begin
     3 months from the closing date of the definitive agreement or when sales
     reach $40,000 per month, whichever comes sooner, and

(5)  $17,500 in cash at the signing of the definitive agreement.

The obligations undertaken by Aptus in this Agreement shall be secured pursuant
to a security agreement of the assets as defined herein.

Assets Acquired

Source code, intellectual property, PP & E, including all computer hardware and
software used in the business, customer lists, VAR list, phone number, trade
name(s) or company name(s) used by APP.

Liabilities Assumed

None.

Transitionary Period

Upon closing, the operations of APP will have been transitioned to APTUS such
that billing, collections, customer service, etc. will be handled by APTUS's
employees in Washington. The back end systems will be integrated so that
customer billing will be integrated with APTUS's back end system. Seller will
take responsibility with our input to develop and distribute material to
existing customers and notify them of the transaction to effect a smooth
transition of the customers to APTUS. The transaction will be contingent upon
Aptus comfort level that the VARs will participate in the new entity by
continuing to sell the APPGEN product line. Additionally, Aptus agrees to
immediately begin handling support and the issuance of new licenses for the
benefit of the VAR channel. However, in the event that a definitive agreement is
not reached, then Aptus agrees to terminate the issuance of licenses no later
than 72 hours from written notification from APPGEN. Aptus will hire Steve
Elliot on a consulting basis for the next thirty days at an agreed to consulting
between Elliot and APTUS.

Closing Date

The Closing of the legal documents will be as soon as possible, but no later
than November 30, 2003 (the "Closing Deadline").

Due Diligence

APP and APTUS will commence its due diligence review as soon as reasonably
practicable. Other investigative efforts may include in-depth review of legal,
operational, technological, intellectual property and human resources matters
relating to APP, as well as any other matters that APTUS deems appropriate. APP
will give APTUS and its representatives reasonable access to all information,
records, facilities, and employees of APP.

Representations and Warranties

The Agreement will contain standard representations and warranties for a
purchase agreement of this type.

Interim Performance

From the effective date until the Closing Date, APP will put up its website and
not process any business until the closing.

Public Disclosure

Any press release or other public disclosure of information regarding the
proposed transaction (including the negotiations with respect to the Transaction
or the existence of this Letter of Intent) will be prepared jointly by APP and
APTUS and cannot be announced by either party without the consent of the other,
other than as required by applicable securities laws. Neither APTUS or APP
shall, nor permit their respective officers, employees or affiliates to, make
any disclosure concerning the proposed Transaction or negotiations between APP
and APTUS without the other party's prior written approval, other than as
required by applicable securities laws.

Expenses

Each party shall bear its own expenses incurred by it including but not limited
to fees and disbursements to consultants, financial advisors, counsel and
accountants in connection with the matters contemplated hereby.

Legal Effect

This Letter of Intent is intended to serve as a statement of the current
intentions of the parties and as a guide to counsel in drafting the Agreement.
This Letter of Intent does not create any binding obligations on any party
hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this non binding Letter
of Intent to be executed as of this __3rd______day of November 2003.

Appgen, Inc.


By: /s/ Mark Andre
Mark Andre, CEO




Aptus Corp.


By: /s/ John P. Gorst
John P. Gorst, President