SEC 1746
(11-02)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D/A	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Apropos Technology, Inc

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

038334108

(CUSIP Number)

Patrick K. Brady
567 Deer Path Road
Glen Ellyn, Illinois 60137

Copy To:

Charles R. Manzoni, Jr.
Gardner Carton & Douglas LLC
191 North Wacker Drive, Suite 3700
Chicago, Illinois 60606

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 18, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 13 Pages)

CUSIP No.   038334108						13D	Page 2 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Patrick K. Brady
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 1,155,984
			8.	Shared Voting Power 525,000
			9.	Sole Dispositive Power 1,155,984
			10.	Shared Dispositive Power 525,000
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.   038334108						13D	Page 3 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Catherine R. Brady
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 612,110
			8.	Shared Voting Power 525,000
			9.	Sole Dispositive Power 612,110
			10.	Shared Dispositive Power 525,000
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.   038334108						13D	Page 4 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brady Family Limited Partnership
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[    ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 525,000
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 525,000
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) PN, HC

CUSIP No.   038334108						13D	Page 5 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Valor Capital Management, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 2,542,300
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,542,300
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.   038334108						13D	Page 6 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kratky Management, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 2,542,300
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,542,300
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) OO, HC

CUSIP No.   038334108						13D	Page 7 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). John M. Kratky III
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 2,542,300
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,542,300
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.   038334108						13D	Page 8 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William W. Bach
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 504,417
			8.	Shared Voting Power 35,000
			9.	Sole Dispositive Power 504,417
			10.	Shared Dispositive Power 35,000
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) IN

CUSIP No.   038334108						13D	Page 9 of 13
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Bach Family LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[     ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 35,000
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 35,000
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,374,811
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.2%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.   038334108 13D Page 10 of 13

This Amendment No. 1 to Schedule 13D (this “Statement”) amends the initial statement on Schedule 13D (the “Initial 13D”) relating to the Common Stock of Apropos Technology, Inc., an Illinois Corporation (the “Company”) filed on March 6, 2003 by Patrick K. Brady, Catherine R. Brady, Brady Family Limited Partnership, Valor Capital Management, L.P., Kratky Management, LLC, John M. Kratky III, William W. Bach and Bach Family L.P. (the “Group Members”)
Item 4.	Purpose of Transaction
On April 18, 2003, the Group Members entered into an Agreement with the Company (the “Agreement”).  The Agreement is filed herewith as Exhibit 3 and incorporated herein by reference, and the following summary of the Agreement is qualified in its entirety by the terms of the Agreement.  The Agreement shall terminate no later than December 31, 2003.  The Agreement provides for, among other things, the Company to include Donald A. DeLoach , a proposed nominee of the Group Members, and Kevin G. Kerns as nominees of the Company for election to the Board of Directors at the Company’s 2003 annual meeting of shareholders and to recommend that the Company’s shareholders vote in favor of the election of Mr. DeLoach and Mr. Kerns.  The Group Members have agreed to certain standstill provisions that restrict them during the term of the Agreement from taking or influencing other shareholders to take certain actions not approved by the Company’s Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)           As of the date of this Statement, the Reporting Persons (as defined in the Initial 13D) hold, in the aggregate, 5,374,811 Shares, which includes 10,000 Shares that may be acquired upon exercise of options exercisable within 60 days of the date of this Statement.  The Initial 13D erroneously reported that the Reporting Persons hold, in the aggregate, 5,342,511 Shares; none of the Reporting Persons has acquired or disposed of any of the Company’s Common Stock since the Initial 13D.
(b)           The information contained in table form in Rows 7 though 11 on each of pages 2 through 9 hereof, which relates to beneficial ownership, voting and disposition of Shares is hereby incorporated by reference.
(c)           None.
(d)-(e)     Inapplicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Agreement is incorporated herein by reference.
Item 7.	Material to Be Filed as Exhibits
The following documents are each incorporated by reference herein.

CUSIP No.   038334108 13D Page 11 of 13

(1)	Joint Filing Agreement, dated as of March 6, 2003, by and among Patrick K. Brady, Catherine R. Brady, Brady Family Limited Partnership, Valor Capital Management, L.P., Kratky Management, LLC, John M. Kratky III, William W. Bach and Bach Family L.P. (incorporated by reference to Exhibit 1 to the Initial 13D).
(2)	Table showing Transactions in Shares effected by Reporting Persons During Past 60 Days.
(3)	Agreement dated as of April 18, 2003 by and among the Company, Patrick K. Brady, Catherine R. Brady, Brady Family Limited Partnership, Valor Capital Management, L.P., Kratky Management, LLC, John M. Kratky III, William W. Bach and Bach Family L.P.

CUSIP No.   038334108 13D Page 12 of 13

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  April 18, 2003

/s/ Patrick K. Brady

Patrick K. Brady

Name/Title

Date:  April 18, 2003

/s/ Catherine R. Brady

Catherine R. Brady

Name/Title

Date:  April 18, 2003
Brady Family Limited Partnership
By:	/s/ Patrick K. Brady
Patrick K. Brady, general partner
Name/Title

Date:  April 18, 2003
Valor Capital Management, L.P.
By:  Kratky Management, LLC, General Partner
By:	/s/ John M. Kratky III
John M. Kratky III, Managing Member
Name/Title

CUSIP No.   038334108 13D Page 13 of 13

Date:  April 18, 2003
Kratky Management, LLC
By:	/s/ John M. Kratky III
John M. Kratky III, Managing Member
Name/Title

Date:  April 18, 2003

/s/ John M. Kratky III

John M. Kratky III

Name/Title

Date:  April 18, 2003

/s/ William W. Bach

William W. Bach

Name/Title

Date:  April 18, 2003
Bach Family L.P.
By:	/s/ William W. Bach
William W. Bach, General Partner
Name/Title