<SEQUENCE>3

<FILENAME>exh1034.txt

<DESCRIPTION>CONSUSLTING AGREEMENT ALLAHVERDI

<TEXT>

                        INDEPENDENT CONSULTANT AGREEMENT



                  THIS AGREEMENT is made and entered into at Tacoma, Washington

this 3rd day of December 2003 by and between Aptus Corp., a Delaware corporation

(hereinafter referred to as "Aptus"), and Errol Allahverdi, an individual

(hereinafter referred to as "Consultant").



                  This Agreement is made with reference to the following facts

and objectives:



                                    RECITALS



                  WHEREAS, Aptus core business includes Software Solutions and

proprietary technology; and



                  WHEREAS, Consultant is known by Aptus to possess the knowledge

of the relevant software; and



                  WHEREAS, Consultant desires to invest a substantial portion of

his time and energies to help Aptus meet these goals and Aptus desires to engage

Consultant's services; and



                  WHEREAS, Aptus and Consultant desire to enter into this

agreement whereby Consultant will furnish services to Aptus, and Aptus will

compensate Consultant, on the terms and conditions hereinafter set forth.



                  NOW THEREFORE, in consideration of the foregoing and the

covenants and premises hereinafter set forth to be performed hereunder, and

intending to be legally bound, the parties agree as follows:



                                    AGREEMENT







<PAGE>

















                                        2



         1. ENGAGEMENT OF CONSULTANT. Aptus hereby retains the services of

Consultant, and Consultant hereby accepts its engagement, to act as consultant

on such projects as Aptus and Consultant shall mutually determine on the terms

and conditions set forth in this agreement.



         2. NON-EXCLUSIVE SERVICES. Consultant will devote a significant part of

his productive time and energy to the business of Aptus as reasonably necessary

to perform the services described in this agreement. During the term of this

agreement, Consultant may provide consulting services to other clients in

businesses that may indirectly compete with Aptus. The parties recognize that

the demands on Consultant's time to adequately perform the services hereunder

will vary from time to time according to each project. Consultant will both use

its best efforts to communicate with the Aptus management regarding any demands

on Consultant's time or availability to the extent that the same can reasonably

be anticipated. Consultant shall be required to devote at least one-third but no

more than one-half of Consultant's productive time and energy to the business of

Aptus.



         3. TERM. The term of this agreement is for 3 months commencing December

4, 2003 and ending March 4, 2004. This agreement shall automatically renew for

additional successive term(s) of 3 months unless either party notifies the other

party in writing not less than thirty (30) days prior to the end of the term,

including any extensions thereof, of said party's intent not to renew.



         4. COMPENSATION OF CONSULTANT.



                  A. CONSULTANT'S EXPENSES. Aptus shall pay all expenses

incurred by Consultant in representing Aptus.



                  B. CONSULTING FEE. Aptus shall pay to Consultant a consulting

fee during the term of this agreement of $7,000 per month.



         5. STATUS OF CONSULTANT AS INDEPENDENT CONTRACTOR. Consultant shall

perform his services hereunder as an independent contractor. Consultant shall

not be deemed an Employee of Aptus for any purpose. Aptus is interested only in

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