SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant |_|

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|_| Preliminary Proxy Statement
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

APTIMUS, INC.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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APTIMUS, INC.
95 South Jackson Street, Suite 300
Seattle, Washington 98104

Telephone: (206) 441-9100 Facsimile: (206) 441-9661

May 8, 2001

Dear Shareholder:

On behalf of Aptimus, Inc. (the "Company"), I cordially invite you to
attend the 2001 Annual Meeting of Shareholders (the "Annual Meeting") to be held
at 2:00 p.m. on Tuesday, June 12, 2001 at the Company's offices, 657 Mission
Street, Suite 200, San Francisco, California 94105.

At the Annual Meeting, the shareholders will be asked to:

1. elect five directors to the Company's Board of Directors (the
"Board"); and

2. approve the Company's 2001 Stock Plan.

More information regarding the business to be conducted at the Annual
Meeting is included in the accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement. The Board unanimously recommends that shareholders vote
"FOR" these two proposals.

Your vote is very important. Whether or not you plan to attend the Annual
Meeting, we hope that you will have your shares represented by marking, signing,
dating and returning your proxy card in the enclosed envelope as soon as
possible. Your shares will be voted in accordance with the instructions you have
given in your proxy card. You may, of course, attend the Annual Meeting and vote
in person even if you have previously returned your proxy card.

On behalf of the Board, I would like to express our appreciation for your
support of the Company. We look forward to seeing you at the meeting.

Sincerely,

/s/ Timothy C. Choate

Timothy C. Choate
Chairman, President and Chief Executive Officer

APTIMUS, INC.
95 South Jackson Street, Suite 300
Seattle, Washington 98104

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JUNE 12, 2001

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To The Shareholders of Aptimus, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Aptimus,
Inc., a Washington corporation (the "Company"), will be held on Tuesday, June
12, 2001 at 2:00 p.m. local time, at the Company's offices located at 657
Mission Street, Suite 200, San Francisco, California 94105 for the following
purposes, which are more fully described in the accompanying Proxy Statement:

1. To elect five directors to the Company's Board of Directors to serve
until the 2002 Annual Meeting of Shareholders or until their earlier
retirement, resignation or removal, or the election of their
successors;

2. To approve the Company's 2001 Stock Plan; and

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Only holders of record of the Company's common stock at the close of
business on April 13, 2001 are entitled to notice of, and to vote at, the
meeting or any adjournment or postponement thereof. A list of shareholders as of
that date will be available at the meeting and for ten (10) days prior to the
meeting at the Company's principal executive offices located at 95 South Jackson
Street, Suite 300, Seattle, Washington 98104.

By Order of the Board of Directors

/s/ Timothy C. Choate

Timothy C. Choate
Chairman, President and Chief Executive Officer

Seattle, Washington
May 8, 2001

Your vote is important!

All shareholders are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting in person, we urge you to complete,
sign, date and return the enclosed proxy as promptly as possible to ensure your
representation at the meeting. A postage-prepaid envelope is also enclosed for
that purpose. Sending in your proxy will not prevent you from voting your shares
at the meeting if you desire to do so, as your proxy is revocable at your
option.

The proxy statement that accompanies this Notice of Annual Meeting of
Shareholders contains material information regarding the matters to be
considered at the Annual Meeting, and should be read in conjunction with this
Notice.

APTIMUS, INC.
95 South Jackson Street, Suite 300
Seattle, Washington 98104

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PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JUNE 12, 2001

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ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

General

This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Aptimus,
Inc., a Washington corporation (the "Company"), for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at 2:00 p.m. local time on
Tuesday, June 12, 2001 at the Company's offices located at 657 Mission Street,
Suite 200, San Francisco, California 94105 and at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders. This Proxy Statement, a proxy card and
the Annual Report of the Company, which includes financial statements for its
fiscal year ended December 31, 2000, are being sent to all shareholders of
record as of the close of business on April 13, 2001, on or about May 16, 2001.
Although the Annual Report and this Proxy Statement are being mailed together,
the Annual Report is not part of this Proxy Statement.

Quorum and Voting Rights

At the close of business on April 13, 2001, there were 15,319,411 shares
of common stock, no par value (the "Common Stock"), of the Company issued and
outstanding. As there are no other classes of voting stock of the Company issued
and outstanding. Only holders of record of the shares of Common Stock
outstanding at such time will be entitled to notice of and to vote at the
meeting and any adjournment or postponement thereof. The presence at the meeting
of at least a majority of such shares, either in person or by proxy, shall
constitute a quorum for the transaction of business. Broker non-votes and shares
held by persons abstaining will be counted in determining whether a quorum is
present. Proxies are solicited to give all shareholders who are entitled to vote
on the matters that come before the meeting the opportunity to do so, whether or
not they choose to attend the meeting in person. If a quorum is not present or
represented at the Annual Meeting, the shareholders present at the Annual
Meeting or represented by proxy have the power to adjourn the Annual Meeting
from time to time, without notice other than an announcement at the Annual
Meeting, until a quorum is present or represented. At any such adjournment of
the Annual Meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the original Annual Meeting.

If you are a shareholder of record, you may vote by using the proxy card
enclosed with this Proxy Statement. When your proxy card is returned properly
signed, the shares represented will be voted according to your directions. You
can specify how you want your shares voted on each proposal by marking the
appropriate boxes on the proxy card. The proposals are identified by number and
a general description on the proxy card. Please review the voting instructions
on the proxy card and read the text of the proposals and the position of the
Board in the Proxy Statement prior to marking your vote. If your proxy card is
signed and returned without specifying a vote or an abstention on any proposal,
it will be voted according to the recommendations of the Board on that proposal.
For the reasons stated in more detail later in the Proxy Statement, the Board
recommends a vote (i) "FOR" the individuals nominated to serve as directors; and
(ii) "FOR" approval of the Company's 2001 Stock Plan.

It is not expected that any matters other than those referred to in this
Proxy Statement will be brought before the Annual Meeting. If any other matters
are properly presented for action, however, the proxies named on the proxy card
will be authorized by your proxy to vote on those other matters in their
discretion.

On each matter properly brought before the meeting, shareholders of record
will be entitled to one vote for each share of Common Stock held. Shareholders
do not have the right to cumulate their votes in the election of directors.
Under Washington law and the Company's Second Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, if a quorum exists at the
meeting: (i) the nominees for directors who receive the greatest number of votes
cast in the election of directors will be elected; and (ii) the proposal to
approve the Company's 2001 Stock Plan will be approved if the number of votes
cast in favor of the proposal exceeds the number of votes cast against it.

Shareholders may abstain from voting for the nominees for director and in
an uncontested election of directors, any action other than a vote for a nominee
will have no effect, assuming the presence of a quorum. Abstention from voting
on the proposal to approve the 2001 Stock Plan will have no effect, as approval
of this proposal is based solely on the number of votes actually cast.

Brokerage firms and other intermediaries holding shares of Common Stock in
street names for customers are generally required to vote such shares in the
manner directed by their customers. In the absence of timely directions,
brokerage firms and other intermediaries will generally have discretion to vote
their customers' shares in the election of directors. The failure of a brokerage
firm or other intermediary to vote its customers' shares on the proposal for the
election of directors will have no effect on any proposal as approval of each
proposal is based solely on the number of votes actually cast. Brokerage firms
and other intermediaries do not have discretion to vote their customers' shares
on the proposal to approve the Company's 2001 Stock Plan. Such "broker
non-votes" will not be counted as votes cast against approval of the foregoing
proposal, however, and will have no effect on the proposal as approval is based
solely on the number of votes actually cast.

Revocability of Proxies

If you execute a proxy, you may revoke it by taking one of the following
three actions: (i) by giving written notice of the revocation to the Secretary
of the Company at its principal executive offices prior to the commencement of
shareholder voting at the Annual Meeting on Tuesday, June 12, 2001; (ii) by
executing a proxy with a later date and delivering it to the Secretary of the
Company at its principal executive offices prior to the commencement of
shareholder voting at the Annual Meeting on Tuesday, June 12, 2001; or (iii) by
personally attending and voting at the meeting.

Solicitation Of Proxies

The Company will bear the expense of preparing, printing and distributing
proxy materials to its shareholders. The Company has incurred minimal costs
related to this proxy solicitation to date, but anticipates it will incur
approximately $15,000 to $20,000 in the future related to the proxy preparation,
distribution and collection process. In addition to solicitations by mail, a
number of regular employees of the Company may solicit proxies on behalf of the
Board in person or by telephone. The Company will reimburse brokerage firms and
other intermediaries for their expenses in forwarding proxy materials to
beneficial owners of the Common Stock.

Shareholder Proposals for 2002 Annual Meeting

Proposals of eligible shareholders of the Company that are intended to be
presented by such shareholders at the Company's 2002 Annual Meeting of
Shareholders (the "2002 Annual Meeting") and that shareholders desire to have
included in the Company's proxy materials relating to such meeting must be
received by the Secretary of the Company, at the Company's principal executive
officers, no later than January 17, 2002 which is 120 calendar days prior to the
anniversary of this year's mail date, and must be in compliance with applicable
laws and regulations in order to be considered for possible inclusion in the
proxy statement and form of proxy for that meeting.

To qualify as an "eligible" shareholder, a shareholder must have been a
record or beneficial owner of at least one percent (1%) of the Company's
outstanding Common Stock, or shares of Common Stock having a market value of at
least $2,000, for a period of at least one (1) year prior to submitting the
proposal, and the shareholder must continue to hold the shares through the date
on which the meeting is held.

Securities and Exchange Commission (the "SEC") rules establish a deadline
for submission of shareholder proposals that are not intended to be included in
the Company's proxy statement with respect to discretionary voting (the
"Discretionary Vote Deadline"). The Discretionary Vote Deadline for the 2002
Annual Meeting is April 2, 2002 (45 calendar days prior to the anniversary for
the mailing date of this proxy statement). If a shareholder gives notice of such
a proposal after the Discretionary Vote Deadline, the Company's proxy holders
will be allowed to use their discretionary voting authority to vote against the
shareholder proposal when and if the proposal is raised at the 2002 Annual
Meeting.

The Company has not been notified by any shareholder of his or her intent
to present a shareholder proposal from the floor at this year's Annual Meeting.
The enclosed proxy card grants the proxy holders discretionary authority to vote
on any matter properly brought before the Annual Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

The directors to be elected at the Annual Meeting will serve on the Board
until the 2002 Annual Meeting of Shareholders or until their earlier retirement,
resignation or removal. Timothy C. Choate, John P. Ballantine, William J.
Lansing, John B. Balousek, and William H. Fritsch who constitute five of the six
current directors of the Company, have all been nominated by the Board for
election at the Annual Meeting. The accompanying proxy will be voted for these
nominees, except where you indicate otherwise or authority to so vote is
withheld. Should any of these individuals be unable to serve, the proxy will be
voted for such person(s) as is designated by the Board.

Nominees for Director

Timothy C. Choate Age 35

Timothy C. Choate has served as Chairman, President and Chief Executive
Officer since March 1998. Prior to March 1998, Mr. Choate served as a Vice
President of Micro Warehouse from July 1997 to March 1998. In 1994, Mr. Choate
co-founded Online Interactive, Inc., the former parent company of the Company,
and served as its Chairman, President and Chief Executive Officer until June
1997. Prior to 1994, Mr. Choate also served as President of Softdisk Publishing
LLC, a software publishing company, and the Senior Marketing Manager of Prodigy,
an Internet access and content provider. Mr. Choate currently serves as a
director of Digital River, Inc., a provider of eCommerce outsourcing solutions,
and Laplink, Inc., a software publishing company. Mr. Choate earned a Bachelor
of Science in economics, with a concentration in marketing and entrepreneurial
management, from the Wharton School of Business at the University of
Pennsylvania.

John P. Ballantine Age 37

John P. Ballantine has served as a director since July 1997. From March
1999 to January 2001, Mr. Ballantine served as Chairman and Chief Executive
Officer of iStart Ventures LLC, a developer of early-stage e-commerce concepts.
From July 1997 to March 1998, Mr. Ballantine served as a Vice President of Micro
Warehouse, Inc. In 1994, Mr. Ballantine co-founded Online Interactive and served
as its Executive Vice President and later as President and Chief Executive
Officer. From February 1993 to June 1994, Mr. Ballantine served as Vice
President of Softdisk Publishing, where he managed online shopping applications
with America Online, CompuServe, Prodigy and GEnie. From March 1989 to February
1993, Mr. Ballantine served as Vice President of Sales for DataEnvelope, a
full-service software marketing and distribution company. Mr. Ballantine holds a
Bachelor of Science degree in Finance from the San Diego State University School
of Business.

John P. Balousek Age 55

John B. Balousek has served as a director since February 1999. In 1998 Mr.
Balousek co-founded PhotoAlley.com, an online retailer of photographic
equipment, supplies and services. From 1979 to 1997, Mr. Balousek served in
various positions, including President and Chief Operating Officer and Director
of Foote, Cone & Belding Communications, Inc., a global advertising and
communications company. In 1996, Mr. Balousek served as Chairman and Chief
Executive Officer of True North Technologies, a digital and interactive service
of True North Communications, Foote, Cone & Belding's parent company. Mr.
Balousek currently serves as a director for Geoworks Corporation, a provider of
end-to-end solutions for the wireless communications market; Emcirq Corporation,
a privately held company focusing on electronic data marketing; and EDB
Holdings, Inc., a superoptical retailing company. Mr. Balousek also serves as a
director for Micron Electronics and Magnifi.com. Mr. Balousek holds a Bachelor
of Arts degree in Journalism from Creighton University and a graduate degree
from Northwestern University.

William J. Lansing Age 42

William J. Lansing served as a director from January 1999 through March
2000 and rejoined the board in November 2000. From March 2000 to the present,
Mr. Lansing has served as Chief Executive Officer of NBC Internet, Inc.
("NBCi"). From May 1998 to May 1999, Mr. Lansing served as President of
Fingerhut Companies, Inc. From November 1996 to May 1998, Mr. Lansing served as
a Vice President for Business Development of

General Electric Corp. From January 1996 to October 1996, Mr. Lansing served as
Chief Operating Officer of Prodigy. From 1986 to 1996, Mr. Lansing was a
principal at McKinsey & Co., a management consulting company. Mr. Lansing also
serves as a director of Digital River, Inc., an electronic commerce solutions
provider, and Net Perceptions, Inc., a developer of Internet marketing
solutions. Mr. Lansing holds a Bachelor of Arts degree in English from Wesleyan
University and a Juris Doctorate degree from Georgetown University.

William H. Fritsch Age 49

William H. Fritsch has served as a director since April 2001 and as Chief
Operating Officer since May 2000. Prior to May 2000, Mr. Fritsch served as the
Company's Executive Vice President, Marketing, from October 1998 to April 2000.
In 1988, Mr. Fritsch co-founded CF2GS, a Seattle-based direct marketing agency,
and served as its President until March 1998. Prior to 1988, Mr. Fritsch also
served as the Vice President for Sharp Hartwig Advertising, the Director of
Marketing Services at Walt Disney Productions, Marketing Coordinator for The
Smithers Company and an auditor for Ernst & Ernst. In 1995, Mr. Fritsch was
named "Agency Person of the Year" by Media Inc. and the American Marketing
Association. Mr. Fritsch graduated cum laude from the University of Akron in
Ohio with a Bachelor of Science degree in accounting.

The Board unanimously recommends a vote "FOR" all the nominees named in
Proposal 1.

BOARD OF DIRECTORS

The business of the Company is managed under the direction of the Board.
The Company has determined that the Board shall be composed of six directors.
Each director is elected for a period of one (1) year at the annual meeting of
shareholders and serves until the next annual meeting or until his or her
earlier retirement, resignation or removal. Proxies may not be voted for a
greater number of persons than the number of nominees named. The Board has
responsibility for establishing broad corporate policies and for the overall
performance of the Company. It is not, however, involved in operating details on
a day-to-day basis.

During the fiscal year ended December 31, 2000, the Board consisted of the
following individuals: Timothy C. Choate, John P. Ballantine, John B. Balousek,
William J. Lansing and Kirk M. Loevner. William H. Fritsch was appointed to a
vacant seat on the Board in April 2001. Mr. Loevner declined to be nominated to
serve on the Board for the upcoming year for personal reasons, which results in
a vacancy on the Board. The Company intends to appoint an individual to fill
such vacancy after it identifies a suitable candidate.

In order for a shareholder to nominate one or more candidates for election
as directors at an annual meeting of shareholders, the shareholder must give
timely notice of the proposal to nominate such candidate(s) in writing to the
Secretary of the Company not less than 90 days prior to the first anniversary of
the date that the Company's annual meeting was held.

Meetings of the Board

The Board meets on a regularly scheduled basis during the year to review
significant developments affecting the Company and to act on matters requiring
Board approval. It also holds special meetings when an important matter requires
Board action between regularly scheduled meetings. The Board met 17 times during
the Company's fiscal year ended December 31, 2000, including action taken by
unanimous written consent on four (4) occasions. No incumbent member attended
fewer than 94% of the total number of meetings (including consents) of the Board
and of any Board committees of which he was a member during that fiscal year.

Compensation of Directors

Directors of the Company do not receive cash compensation for their
services as directors or members of committees of the Board, but are reimbursed
for their reasonable expenses incurred in attending Board or Committee meetings.

The Company's 1997 Stock Plan, as amended (the "Option Plan"), permits the
grant of options for the purchase of shares of Common Stock to directors of the
Company. No such grants of options were made to directors of the Company during
the fiscal year ended December 31, 2000.

Committees of the Board

Committees of the Board consist of an Audit Committee and a Compensation
Committee. The Audit Committee, which is currently composed of Messrs.
Ballantine, Balousek and Loevner, met three (3) times during the fiscal year
ended December 31, 2000. Because Mr. Loevner has declined to be nominated to
serve on the Board for the upcoming year, a vacancy exists on the Audit
Committee. Following the Annual Meeting, Mr. Lansing will be appointed by the
Board to serve on the Audit Committee in order to fill such vacancy.

The Compensation Committee, which was composed of Messrs. Ballantine,
Balousek and Loevner, did not meet during the fiscal year ended December 31,
2000. As a result, the Board performed the duties otherwise performed by the
Compensation Committee during the fiscal year ended December 31, 2000.

Report of the Audit Committee

The Audit Committee of the Board (the "Audit Committee") assists the Board
in executing its responsibilities. The Audit Committee is responsible for, among
other things, monitoring the integrity and adequacy of the Company's financial
information, control systems, and reporting practices, and for recommending to
the Board for ratification by the shareholders of the Audit Committee's
selection of independent auditors for the Company.

The Audit Committee is composed of three (3) non-employee members, each of
whom is independent as defined by Rule 4200(a)(15) of the National Association
of Securities Dealers' listing standards. The Company's independent accountants,
PriceWaterhouseCoopers LLP, are responsible for expressing an opinion on the
conformity of the Company's audited financial statements to generally accepted
accounting principles. A copy of the Audit Committee Charter, which was first
adopted by the Board on August 23, 2000, is attached to this Proxy Statement as
Annex A.

The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management. The Audit Committee has discussed with
PriceWaterhouseCoopers LLP certain matters required under Statement on Auditing
Standard No. 61 and has received written disclosures and the letter required by
Independent Standards Board Standard No. 1 from the outside auditors and has
discussed with them their independence.

Audit Fees: The aggregate fees billed by PriceWaterhouseCoopers LLP for
professional services rendered for the audit of the Company's financial
statements for the fiscal year ended December 31, 2000, and for review of the
financial statements included in each of the Company's Form 10-Q are $149,796.

Financial Information Systems Designs and Implementation Fees:
PriceWaterhouseCoopers LLP did not bill for any professional services for
financial information systems design or implementation as described in Paragraph
(c)(4)(ii) or Rule 2-01 of Regulation S-X for the fiscal year ended December 31,
2000.

All Other Fees: Aggregate fees billed for all other services rendered by
PriceWaterhouseCoopers LLP, other than the services covered in the two previous
paragraphs, for the fiscal year ended December 31, 2000 are $112,083.

The Audit Committee has considered whether the services provided by
PriceWaterhouseCoopers LLP are compatible with maintaining the independence of
PriceWaterhouseCoopers LLP and has concluded that the independence of
PriceWaterhouseCoopers LLP is maintained and is not compromised by the services
provided.

Based on the review and discussion referred to above, the Audit Committee
recommended to the Board, and the Board approved, that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the SEC.

Respectfully submitted, Audit Committee

John P. Ballantine
May 8, 2001 John P. Balousek
Kirk M. Loevner

VOTING SECURITIES AND PRINCIPAL HOLDERS

Ownership Information

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of its Common Stock as of April 13,
2001, by (i) each person known by the Company to be the beneficial owner of more
than five percent (5%) of the outstanding Common Stock, (ii) each director of
the Company, (iii) each of the Company's four most highly compensated executive
officers, and (iv) all directors and officers as a group. Except as otherwise
indicated, the Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.

Directors, Named Executive Officers Number of Shares % of Total Shares
and 5% Shareholders(1) Beneficially Owned(2) Owned(3)
- ----------------------------------- --------------------- ---------------

Fingerhut Companies, Inc. ................. 5,131,255 33.40%
4400 Baker Road
Minnetonka, MN 55343(4)
Timothy C. Choate(5) ...................... 1,845,121 12.01%
John P. Ballantine(6) ..................... 1,657,739 10.78%
Kirk M. Loevner(7) ........................ 89,171 *
John B. Balousek(8) ....................... 56,000 *
William J. Lansing ........................ -- *
John A. Wade(9) ........................... 90,400 *
William H. Fritsch(10) .................... 85,967 *
Lisa C. Wolff (11) ........................ 61,101 *
David H. Davis(12) ........................ 7,340 *
All directors and executive officers ...... 3,636,698 24.63%
as a group (11 persons)(13)

- ----------
* Represents beneficial ownership of less than one percent (1%) of the
Common Stock.
(1) Unless otherwise indicated, the address of each beneficial owner is that
of the Company.
(2) Beneficial ownership is determined in accordance with the rules of the
SEC, based on factors including voting and investment power with respect
to shares. Common Stock subject to options currently exercisable, or
exercisable within 60 days after April 13, 2001, are deemed outstanding
for computing the percentage ownership of the person holding such options,
but are not deemed outstanding for computing the percentage ownership for
any other person. Applicable percentage ownership based on aggregate
Common Stock outstanding as of April 13, 2001, together with the
applicable options of such shareholder.
(3) Based upon an aggregate of 15,361,482 shares of the Company's Common Stock
issued and outstanding as of April 13, 2001.
(4) Federated Department Stores, Inc. may be deemed to control Fingerhut by
virtue of its ownership of 100% of Fingerhut's capital stock and its
corresponding right to elect Fingerhut's directors, and, therefore, the
Company's Common Stock owned by Fingerhut may also be deemed to be
beneficially owned by Federated.
(5) Represents 1,742,097 shares held by Mr. Choate directly, 101,024 shares
held by trusts established for Mr. Choate's children, and 2,000 shares
that Mr. Choate has a right to acquire pursuant to options exercisable
within 60 days of April 13, 2001.
(6) Represents 1,641,739 shares held by Mr. Ballantine directly and 16,000
shares that Mr. Ballantine has a right to acquire pursuant to options
exercisable within 60 days of April 13, 2001.
(7) Represents 73,171 shares held by Kirk M. Loevner Trust w/d/t dated 8/5/96
directly and 16,000 shares that Mr. Loevner has a right to acquire
pursuant to options exercisable within 60 days of April 13, 2001.
(8) Represents 12,000 shares held by Mr. Balousek directly, 30,000 shares held
by the Balousek Family Limited Partnership, 10,000 shares held by the
Balousek 1994 Irrevocable Trust, and 4,000 shares that Mr. Balousek has a
right to acquire pursuant to options exercisable within 60 days of April
13, 2001.
(9) Represents 10,000 shares held by Mr. Wade directly and 80,400 shares that
Mr. Wade has a right to acquire pursuant to options exercisable within 60
days of April 13, 2001.

(10) Represents 16,667 shares held by Mr. Fritsch directly and 69,300 shares
that Mr. Fritsch has a right to acquire pursuant to options exercisable
within 60 days of April 13, 2001.
(11) Represents 54,868 shares held by Ms. Wolff directly and 6,233 shares that
Ms. Wolff has a right to acquire pursuant to options exercisable within 60
days of April 13, 2001. Ms. Wolff ceased to be employed as Vice President,
Business Development, on February 20, 2001.
(12) Represents 7,340 shares that Mr. Davis has a right to acquire pursuant to
options exercisable within 60 days of April 13, 2001.
(13) Represents 3,636,698 shares held by all the current directors and
executive officers and 195,040 shares current directors and executive
officers have a right to acquire pursuant to options exercisable within 60
days of April 13, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's officers and directors, and persons
who own more than ten percent (10%) of a registered class of the Company's
equity securities, file initial reports of ownership and reports of changes of
ownership with the SEC. Officers, directors and greater than ten percent (10%)
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.

Based solely on its review of the copies of such reports received by the
Company, and on written representations by the Company's officers and directors
regarding their compliance with the applicable reporting requirements under
Section 16(a) of the Exchange Act, the Company believes that, with respect to
its fiscal year ended December 31, 2000 all of the Company's officers and
directors, and all of the persons known to the Company to own more than ten
percent (10%) of the Common Stock, complied with all such reporting
requirements.

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee is currently composed Messrs.
Ballantine, Balousek and Loevner. No member of the Compensation Committee is an
officer or employee of the Company. The Compensation Committee, however, did not
meet during the fiscal year ended December 31, 2000, and the Board performed the
duties otherwise performed by the Compensation Committee. Timothy C. Choate, the
Company's Chief Executive Officer and President, and William H. Fritsch, the
Company's Chief Operating Officer, participate, during the fiscal year ended
December 31, 2000, in all deliberations of the Board regarding executive officer
compensation, except that Mr. Fritsch recused himself from such discussions in
connection with his compensation.

No executive officer of the Company serves as a member of the Board or
Compensation Committee of any entity that has one or more executive officers
serving as a member of the Company's Board or Compensation Committee. In
addition, no interlocking relationship exists between any member of the
Company's Compensation Committee and any member of the compensation committee of
any other company, nor has any such interlocking relationship existed in the
past.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

Transactions with Directors and Officers

The Company has entered into indemnification agreements with each of its
directors and officers containing provisions that may require it, among other
things, to indemnify its directors and officers against liabilities that may
arise by reason of their status or service as directors and officers, other than
liabilities arising from willful misconduct of a culpable nature, and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

Transactions with Fingerhut

Fingerhut is the Company's largest shareholder. On December 10, 1998, the
Company issued 1,619,387 shares of its Common Stock to Fingerhut for $4.0
million, or $2.47 per share. Immediately following the issuance of the shares,
Fingerhut owned 19.9% of the Company's issued and outstanding Common stock. On
December 10,

1998, the Company entered into a warrant agreement with Fingerhut, pursuant to
which the Company granted Fingerhut the several warrants to purchase the
Company's Common Stock. In May of 1999, the Company agreed to issue Fingerhut
shares of its Series B convertible preferred stock in lieu of Common Stock upon
the exercise of these warrants. All of the warrants were exercised prior to the
completion of the initial public offering on October 1, 1999. On October 1,
1999, the Series B convertible preferred stock converted into Common Stock.

On April 16, 2001, the Company and Fingerhut entered into a Stock
Redemption Agreement ("Agreement") wherein the Company agreed to redeem
2,720,000 shares of the Company's Common Stock held by Fingerhut for a total
purchase price of $1,088,000. The Company paid $250,000 at closing and signed an
unsecured promissory note for $838,000, which bears interest at the rate of 9.5%
per annum, and is payable in 18 monthly installments of $50,135.12 each.

During 2000, we provided approximately $75,000 in lead-generation services
to Fingerhut and Fingerhut provided approximately $39,000 in list broker
services to the Company.

Certain Business Relationships

William J. Lansing, a member of the Board from January 2000 to March 2000
and from November 2000 to the present, is the Chief Executive Officer of NBCi.
During 2000, the Company entered into various promotional agreements with NBCi,
under which approximately $424,000 of costs were incurred.

COMPENSATION AND BENEFITS

Executive Officer Compensation

The following table sets forth the compensation paid to the Company's
Chief Executive Officer and four most highly compensated executive officers for
the years ended December 31, 1998, 1999 and 2000.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
-------------
Annual Compensation Securities
----------------------------- Underlying
Name and Principal Position Salary Bonus Options
- ------------------------------ --------- ---------- --------------

Timothy C. Choate(1) 2000 $150,000 $37,500
Chairman, President and 1999 107,293 35,417
Chief Executive Officer 1998 26,825(2) 16,000

William H. Fritsch 2000 165,625 31,250 100,000
Executive Vice President, 1999 105,208 30,208 25,000
Marketing 1998 50,000

David H. Davis, 2000 122,445 8,534 30,000
Secretary and General Counsel

John A. Wade 2000 100,000 25,000 20,000
Vice President, Finance and 1999 97,500 25,000
Chief Financial Officer 1998 37,500 80,000

Lisa C. Wolff 2000 95,916 22,500 40,000
Vice President, 1999 76,917 24,167
Business Development 1998 65,167

- ----------
(1) Mr. Choate became the Company's Chief Executive Officer in March 1998.
(2) Includes $19,220 in deferred compensation paid in January 1999.

Option Grants in Last Fiscal Year

The following table sets forth certain information regarding stock option
grants to the Company's Chief Executive Officer and four most highly compensated
executive officers during the year ended December 31, 2000. The potential
realizable value is calculated based on the assumption that the Common Stock
appreciates at the annual rate shown, compounded annually, from the date of
grant until the expiration of its term. These numbers are calculated based on
SEC requirements and do not reflect the Company's projection or estimate of
future stock price growth. Potential realizable values are computed by:

o multiplying the number of shares of Common Stock subject to a given
option by the exercise price;

o assuming that the aggregate stock value derived from that
calculation compounds at the annual five percent (5%) or ten percent
(10%) rate shown in the table for the entire ten-year term of the
option; and

o subtracting from that result the aggregate option exercise price.

OPTION GRANTS IN 2000

Individual Grants
-----------------------------------------------------
% Of Total Potential Realizable Value
Number Of Options At Assumed Annual Rates
Securities Granted To Exercise Of Stock Price Appreciation
Underlying Employees In Price (Per For Option Term
Options Fiscal Year Share) Expiration ---------------------------
Name Granted (1) (2) Date 5% 10%
- ------------------------ ------------- ----------- --------- --------- ---------- ------------

Timothy C. Choate -- -- -- -- -- --
William H. Fritsch 100,000(3) 12.8% $6.00 6/19/10 $377,337 $956,245
David H. Davis 20,000(3) 2.6% 6.00 6/19/10 75,467 191,249
John A. Wade 20,000(3) 2.6% 6.00 6/19/10 75,467 191,249
Lisa C. Wolff 40,000(3) 5.1% 6.00 6/19/10 150,935 382,498

- ----------
(1) During 2000, options to purchase 780,675 shares were issued to employees.
(2) The exercise price per share was equal to the fair market value of the
Common Stock on the date of grant as determined by the Nasdaq national
market.
(3) Represents options vesting according to the following schedule: 20%
vesting at one year, 6.7% vesting quarterly for the following 11 quarters
and 6.3% vesting at the end of four years.

Option Exercises and Fiscal Year-End Values

The following table sets forth for the Company's Chief Executive Officer
and four most highly compensated executive officers the number of shares
acquired upon exercise of stock options during the year ended December 31, 2000
and the number of shares subject to exercisable and unexercisable stock options
held at December 31, 2000.

Aggregated Option Exercises in 2000
and Year-End Option Values

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
Shares December 31, 2000 at December 31, 2000(1)
Acquired on Value --------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------ ------------ ------------ ------------ ------------ ------------

Timothy C. Choate -- -- 2,000 -- -- --
William H. Fritsch -- -- 36,850 143,150 -- --
David H. Davis -- -- -- 30,000 -- --
John A. Wade -- -- 61,880 38,120 -- --
Lisa C. Wolff 26,183 $196,247 6,233 40,000 $1,346 --

- ----------
(1) The value of unexercised in-the-money options at December 31, 2000 is
based on $0.75 per share, the closing price of the Common Stock at such
time, less the exercise price per share.

Executive Officers and Key Employees of the Company

The following table sets forth certain information, as of May 1, 2001,
regarding the executive officers and key employees of the Company:

Name Age Position
- ---- --- ------
Timothy C. Choate 35 Chairman, Chief Executive Officer, President and
a Director
William H. Fritsch 49 Chief Operating Officer, Chief Marketing
Officer, and a Director
John A. Wade 38 Chief Financial Officer
David H. Davis 42 General Counsel and Secretary
Keith Miscione 44 Chief Technology Officer
Dave Sharp 48 Senior Vice President
Frank Yien 40 Senior Vice President and General Manager
Scott Rozic 27 Executive Vice President, Sales

John A. Wade has served as Chief Financial Officer since May 1998. Prior
to May 1998, Mr. Wade served as the Chief Financial Officer and Chief Operating
Officer for Buzz Oates Enterprises, a real estate development company, from
November 1992 to April 1998. Prior to November 1992, Mr. Wade also served as the
Controller for A&A Properties, Inc., an asset management corporation, the
Controller for Labels West, a manufacturing company, and as an auditor and
taxation specialist at McGladrey and Pullen, an international accounting firm.
Mr. Wade has a Bachelor of Science degree in business administration with a
concentration in accounting from the San Diego State University School of
Business.

David H. Davis has served as General Counsel since January 2000. Prior to
January 2000, Mr. Davis served as General Counsel for Ride, Inc. from August
1996 to December 1999 and Egghead.com from September 1994 to August 1996. Prior
to September 1994, Mr. Davis worked as an attorney for the Seattle-based law
firms of Stanislaw Ashbaugh and Lane Powell Spears Lubersky. Mr. Davis holds a
Bachelor of Arts degree in history from Whitman College and a Juris Doctor
degree from the University of Oregon School of Law.

Keith Miscione has served as Aptimus' Chief Technology Officer since
December 2000. Mr. Miscione served as the Vice President of Engineering at
XmarkstheSpot, Inc. from June 2000 to November 2000. Prior to June 2000, Mr.
Miscione served as Vice President of Engineering and Operations at Echo Online
Networks from October 1999 to June 2000. Prior to October 1999, Mr. Miscione
served as Vice President of e-Commerce Practice at Transaction Information
Systems from June 1998 to October 1999. Mr. Miscione also served as Practice
Director for MCI Systemhouse from April 1997 to June 1998, Chief Information
Architect for Avon Products, Inc from March 1996 to April 1997, and Director of
Technology for Prodigy from September 1994 to March 1996. He has also held
senior managerial roles at

such companies as, Visa International, Bank of America, and Morgan Guaranty
Trust Company. Mr. Miscione holds a Bachelor of Science degree in Finance from
St. Francis College in Brooklyn, New York. Mr. Miscione has completed graduate
course work in management information systems and computer science at Yale
University.

Dave Sharp served as Senior Vice President from August 2000 to April 2001.
Prior to August 2000, Mr. Sharp served as a senior partner of Bozell Worldwide
from April 1997 to July 2000. Prior to April 1997, Mr. Sharp served as Senior
Vice President/Director of Client Service at CF2GS from April 1994 to April
1997. Prior to April 1994, Mr. Sharp co-founded the Seattle-based advertising
agency Sharp Hartwig and served as its President and Chief Executive Officer
from October 1979 to April 1994. Mr. Sharp has a Bachelor of Science degree in
marketing from Bradley University and a Master of Science degree from the
University of Illinois.

Frank Yien has served as Aptimus' Senior Vice President and General
Manager since February 2001. He was originally hired at Aptimus as Vice
President and General Manager, Networks, in December 2000. From March 1998 to
November 2000, Mr. Yien served as Vice President and General Manager at
XMarkstheSpot Inc. (also known as Verge Software Corporation). Yien was employed
as Group Product Manager of International Server Products at Netscape
Communications from May 1996 to January 1998. Prior to Netscape, Mr. Yien was
Director of Support Services at Optum Software from May 1995 to May 1996. Yien
also has held management and engineering positions at Sybase Inc., GO
Corporation, Sun Microsystems, and Xerox Corporation. Mr. Yien holds a Bachelor
of Arts degree in computer science and an MBA, both from the University of
California at Berkeley.

Scott Rozic has served as Executive Vice President, Sales and Marketing,
since November 2000. Prior to November 2000, Mr. Rozic founded XmarkstheSpot and
served as its Chief Executive Officer and President from April 1997 to November
2000. Mr. Rozic holds a Bachelor of Science degree in Finance and
Entrepreneurship from the University of Colorado, where he was matriculated from
1991 to 1995.

The executive officers serve at the discretion of the Board. None of the
Company's directors or executive officers are parties to any arrangement or
understanding with any other person pursuant to which said individual was
elected as a director or officer of the Company. There are no family
relationships among any of the directors and executive officers of the Company.

Report on Executive Compensation

The Compensation Committee of the Board (the "Committee") is responsible
for recommending to the Board compensation for the Company's executive officers,
and for reviewing and approving compensation recommendations made by the Chief
Executive Officer for the other officers and key employees. The Committee is
also responsible for administering all of the Company's compensation programs.

In determining the base salary for a particular executive within the
salary range for his or her position, the Committee initially takes into account
the salary necessary to encourage the executive to join the Company in lieu of
pursuing other employment opportunities. In later years, the Committee considers
the amount budgeted for salary increases and the executive's success in
achieving the performance objectives established for such executive.

In August 1997, the Company adopted a stock option program whereby Company
executives and employees are granted on option to purchase a number of the
Company's Common Stock within a predetermined range on the date of hire. In
later years, the Committee considers individual and departmental performance
objectives in granting additional options to individual employees. The option
program is one element of a three-pronged compensation strategy developed by the
Company to compensate its employees, including its senior executives. The
remaining elements of this plan are base salary and a bonus based on the
Company's financial performance. The Committee believes this compensation
strategy closely aligns the interests of executives and other key employees to
that of the Company and its shareholders, and also serves to attract and retain
high quality employees.

The compensation of the Chief Executive Officer is determined under the
same policies and criteria as the compensation of the other executive officers,
which criteria may include, but are not limited to, whether individual and
departmental performance objectives have been met, the overall performance of
the company, the performance of the industry, generally, and how the
compensation package of a specific manager compares to compensation paid to
similarly situated executives in the regional technology industry. Mr. Choate
did not receive any salary increase or stock option grants in 2000.

Under the Omnibus Budget Reconciliation Act of 1993, the federal income
tax deduction for certain types of compensation paid to the chief executive
officer and four other most highly compensated executive officers of publicly
held companies is limited to $1 million per officer per fiscal year unless such
compensation meets certain requirements. The Committee is aware of this
limitation and believes no compensation paid by the Company during 2000 will
exceed the $1 million limitation.

Respectfully submitted, The Board of Directors

May 8, 2001 Timothy C. Choate
John P. Ballantine
John B. Balousek
Kirk M. Loevner
William J. Lansing
William H. Fritsch

PERFORMANCE GRAPH

The following chart presents a comparison of the cumulative total return
to shareholders since the date of the Company's initial public offering
(September 27, 1999) of the Company's Common Stock, the Nasdaq Composite Index,
and the Inter@ctive Week Internet Index. The graph assumes an initial investment
of $100 and reinvestment of all dividends, if any. The stock performance shown
on the graph below is not necessarily indicative of future price performance.

[PERFORMANCE GRAPH]

September 27, 1999 December 31, 1999 December 31, 2000
----------------- ---------------- ----------------

Aptimus, Inc. Common Stock .......... $100.00 $400.00 $6.25

Nasdaq Composite Index .............. $100.00 $147.35 $89.46

Inter@ctive Week Internet Index ..... $100.00 $180.78 $88.16

TheStreet.com Internet Index ........ $100.00 $182.87 $47.62

PROPOSAL 2

APPROVAL OF 2001 STOCK PLAN

Introduction

The Board adopted the 2001 Stock Plan (the "2001 Plan"), effective as of
April 26, 2001, subject to shareholder approval at the Annual Meeting. The 2001
Plan provides for the grant of stock-based awards to employees and consultants,
including advisors and directors, of the Company as determined by the
Compensation Committee. Generally, the consideration to be received by the
Company for awards under the 2001 Plan will be the participants' past, present
or expected future contributions to the success of the Company.

The Board believes that the continuation of stock-based compensation
programs is a key element in achieving the Company's continued financial and
operational success.

The Board adopted the 2001 Plan due to the small number of shares
remaining available for awards to officers and employees under the Company's
1997 Stock Option Plan, as amended (the "1997 Plan"). As of May 7, 2001 only
597,362 shares remained available under the 1997 Plan. Furthermore, the
Company's existing stock-based plans do not allow the Company to make restricted
stock grants. If the 2001 Plan is approved, the Company intends to continue
granting options pursuant to the 1997 Plan, from time to time, to the extent
shares remain available to grant.

The 2001 Plan has been designed to meet the requirements of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the
deductibility of executive compensation. The following summary of the 2001 Plan
is qualified in its entirety by reference to the full text of the 2001 Plan,
which is attached to hereto as Annex B.

Summary of the 2001 Plan

Purpose. The purposes of this 2001 Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to certain individuals providing services to the Company
and its affiliates, and to promote the success of the Company's business and
thereby enhance long-term shareholder value.

Administration. The 2001 Plan will be administered by a Committee of the
Board (the "Committee") comprised of at least the number of directors as is
required to permit awards granted under the 2001 Plan to qualify under Rule
16b-3 under the Exchange Act ("Rule 16b-3"). The Committee will have full power
and authority (i) to determine the fair market value of the Common Stock, in
accordance with the provisions of the 2001 Plan; (ii) to select the consultants
and employees to whom awards may from time to time be granted hereunder; (iii)
to determine whether and to what extent awards are granted hereunder; (iv) to
determine the number of shares of Common Stock to be covered by each such award
granted hereunder and the type of each such award; (v) to approve forms of
agreement for use under the 2001 Plan; (vi) to construe and interpret the terms
of the 2001 Plan and awards granted under the 2001 Plan; (vii) to determine
vesting schedules and any other terms and conditions of awards, not inconsistent
with the 2001 Plan; (viii) to determine whether and under what circumstances an
award may be settled in consideration other than cash; and (ix) to make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the 2001 Plan. The Committee will have
full authority to interpret the 2001 Plan and establish rules and regulations
for the administration of the 2001 Plan. All decisions, determinations and
interpretations of the Committee will be final and binding on all participants.

Eligibility and Number of Shares. Any employee or consultant (including an
advisor or director) who provides services to the Company or its affiliates is
eligible to receive an award under the 2001 Plan at the discretion of the
Committee. As of May 8, 2001, approximately 57 individuals, consisting of
employees and consultants, were eligible to participate in the 2001 Plan. The
2001 Plan provides for the issuance of up to 3.0 million shares of the Company's
Common Stock (the "2001 Plan Shares") subject to adjustment in the event of a
stock split, reverse stock split, stock dividend, combination, recapitalization
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company. As of May 7, 2001, the market value of the 2001
Plan Shares was $1,050,000.

Conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Shares of the Company's Common Stock subject to awards
under the 2001 Plan which are not used or are forfeited because the terms and
conditions of the awards are not met, or because the award terminates without
delivery of any shares, may again be used for awards under the 2001 Plan. Shares
of the Company's Common Stock used by a participant as full or partial payment
to the Company of the purchase price relating to an award or in connection with
the satisfaction of tax obligations relating to an award will also again be
available for awards under the 2001 Plan.

All of the 2001 Plan Shares will be available for issuance pursuant to
awards of incentive stock options. The number and types of awards that will be
granted under the 2001 Plan are not determinable as the Committee will make such
determinations in its sole discretion.

Types Of Awards and Certain Terms and Conditions. The types of awards that
may be granted under the 2001 Plan are restricted stock and stock options.
Awards granted under the 2001 Plan are evidenced by written agreements
containing the terms and conditions of the awards. Awards may be transferred
only by will, by applicable laws of descent and distribution or (except in the
case of an incentive stock option) pursuant to a qualified domestic relations
order. During the lifetime of a participant, an award may be exercised only by
the participant to whom such award is granted. However, the Committee may permit
a participant to transfer certain stock options that may be exercised by someone
other than the participant.

Restricted Stock. The Committee may grant shares of restricted stock
subject to such restrictions and terms and conditions as the Committee may
impose. At the time of a grant of restricted stock, the participant shall enter
into an award agreement with the Company agreeing to the terms and conditions of
the restricted stock award and such other matters as the Company shall in its
sole discretion determine. Shares of restricted stock granted under the 2001
Plan will be evidenced by stock certificates, which will be held by the Company.
Restricted stockholders will have all the rights of a shareholder, including but
not limited to, the right to receive all cash dividends paid on such restricted
stock and the right to vote such restricted stock. The Committee has the right
to waive any vesting requirements or to accelerate the vesting of restricted
stock.

Stock Options. Incentive stock options meeting the requirements of Section
422 of the Code and non-qualified stock options may be granted under the 2001
Plan. The Committee will determine the exercise price of any option granted
under the 2001 Plan, but in no event will the exercise price be less than 85% of
the fair market value of the Company's Common Stock on the date of grant. Stock
options may be exercised in whole or in part by payment in full of the exercise
price in cash or such other form of consideration as the Committee may specify,
including delivery of shares of Common Stock having a fair market value on the
date of exercise equal to the exercise price. Stock options will be exercisable
at such times as the Committee determines.

Duration, Termination and Amendment. The 2001 Plan (but not awards
outstanding under the 2001 Plan) will terminate April 25, 2011 if the 2001 Plan
is approved by the shareholders of the Company, and no awards may be granted
after that date. The 2001 Plan permits the Board to amend or terminate the 2001
Plan at any time, except that no amendment, alteration, suspension or
discontinuation can be made that would impair the rights of any participant
under any award previously granted, unless the participant and the Company
agree, in writing, otherwise. Additionally prior shareholder approval will be
required for any amendment to the 2001 Plan to the extent necessary to comply
with Rule 16b-3, with Section 422 of the Code, or any other applicable law or
regulation, including the requirements of any Stock Exchange.

Federal Tax Consequences

The Company has been advised by its counsel that awards made under the
2001 Plan generally will result in the following tax consequences for United
States citizens under current United States federal income tax laws.

Incentive Stock Options. A recipient will realize no taxable income, and
the Company will not be entitled to any related deduction, at the time an
incentive stock option is granted under the 2001 Plan. If certain statutory
employment and holding period conditions are satisfied before the recipient
disposes of shares acquired pursuant to the exercise of such an option, then no
taxable income will result upon the exercise of such option and the

Company will not be entitled to any deduction in connection with such exercise.
Upon disposition of the shares after expiration of the statutory holding
periods, any gain or loss realized by a recipient will be a capital gain or
loss. The Company will not be entitled to a deduction with respect to a
disposition of the shares by a recipient after the expiration of the statutory
holding periods.

Except in the event of death, if shares acquired by a recipient upon the
exercise of an incentive stock option are disposed of by such recipient before
the expiration of the statutory holding periods (a "disqualifying disposition"),
such recipient will be considered to have realized as compensation, taxable as
ordinary income in the year of disposition, an amount, not exceeding the gain
realized on such disposition, equal to the difference between the exercise price
and the fair market value of the shares on the date of exercise of the option.
The Company will be entitled to a deduction at the same time and in the same
amount as the recipient is deemed to have realized ordinary income. Generally,
any gain realized on the disposition in excess of the amount treated as
compensation or any loss realized on the disposition will constitute capital
gain or loss, respectively. If the recipient pays the option price with shares
that were originally acquired pursuant to the exercise of an incentive stock
option and the statutory holding periods for such shares have not been met, the
recipient will be treated as having made a disqualifying disposition of such
shares, and the tax consequences of such disqualifying disposition will be as
described above.

The foregoing discussion applies only for regular tax purposes. For
alternative minimum tax purposes an incentive stock option will be treated as if
it were a non-qualified stock option, the tax consequences of which are
discussed below.

Non-qualified Stock Options. A recipient will realize no taxable income,
and the Company will not be entitled to any related deduction, at the time a
stock option is granted under the 2001 Plan. Generally, at the time of exercise
of a stock option, the recipient will realize ordinary income, and the Company
will be entitled to a deduction, equal to the excess of the fair market value of
the shares on the date of exercise over the option price. Upon disposition of
the share, any additional gain or loss realized by the recipient will be taxed
as a capital gain or loss.

Restricted Stock. Unless a recipient files an election to be taxed under
Section 83(b) of the Code, generally (i) the recipient will not realize income
upon the grant of restricted stock, (ii) the recipient will realize ordinary
income, and the Company will be entitled to a corresponding deduction, when the
restrictions have been removed or expire and (iii) the amount of such ordinary
income and deduction will be the excess of (x) the fair market value of the
restricted stock on the date the restrictions are removed or expire and (y) the
amount, if any, paid by the participant for the restricted stock. If the
recipient files an election to be taxed under Section 83(b) of the Code, the tax
consequences to the recipient and the Company will be determined as of the date
of the grant of the restricted stock rather than as of the date of the removal
or expiration of the restrictions. When the recipient subsequently disposes of
the shares, the difference between the amount received upon such disposition and
the fair market value of such shares on the date the recipient realized ordinary
income will be treated as a capital gain or loss.

Exercise of Awards. Special rules may apply in the case of participants
subject to Section 16 of the Exchange Act. In particular, unless a special
election is made pursuant to the Code, shares received pursuant to the exercise
of an award may be treated as restricted as to transferability and subject to a
substantial risk of forfeiture for a period of up to six (6) months after the
date of exercise. Accordingly, the amount of any ordinary income recognized, and
the amount of the Company's tax deduction, are determined as of the end of such
period.

Withholding. The 2001 Plan permits the Company to require a recipient
receiving shares of Common Stock under the 2001 Plan to pay the Company in cash
an amount sufficient to cover any required withholding taxes. In lieu of cash,
the Committee may permit a recipient to cover withholding obligations through a
reduction in the number of shares delivered to such recipient or by delivery to
the Company of shares already owned by the recipient.

The Board unanimously recommends a vote "FOR" the approval of the 2001
Stock Plan.

The Company's Independent Auditors

PriceWaterhouseCoopers LLP served as the Company's independent auditors
for the fiscal year ended December 31, 2000. The appointment of the independent
auditors is made annually by the Board, and the Board has selected
PriceWaterhouseCoopers LLP to serve as its independent auditors for the Company
for the current fiscal year.

Representatives of PriceWaterhouseCoopers LLP are not anticipated to be
present at the Annual Meeting. Written questions may be directed to
PriceWaterhouseCoopers LLP at 999 Third Avenue, Suite 1800, Seattle, Washington
98104.

OTHER BUSINESS

The Board does not intend to bring any other business before the meeting
and, so far as is known to the Board, no matters are to be brought before the
meeting except as specified in the Notice of Annual Meeting of Shareholders. If
any other business is properly presented at the Annual Meeting, however, it is
intended that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.

IT IS IMPORTANT THAT PROXIES ARE RETURNED PROMPTLY AND THAT YOUR SHARES
ARE REPRESENTED. SHAREHOLDERS ARE URGED TO MARK, SIGN AND DATE THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.

By Order of the Board of Directors

/s/ Timothy C. Choate

Timothy C. Choate
Chairman, President and Chief Executive Officer

May 8, 2001
Seattle, Washington

ANNEX A

APTIMUS, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

January 1, 2000

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

o Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting and
legal compliance;

o Monitor the independence and performance of the Company's
independent auditors and internal auditing department; and

o Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the Nasdaq National
Exchange. The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee shall
have accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least three times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or approve
an agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with management, the director of the
internal auditing department, if any, the independent auditors, and as a
committee to discuss any matters that the Committee or each of these groups
believe should be discussed. In addition, the Committee, or at least its Chair,
should communicate with management and the independent auditors quarterly to
review the Company's financial statements and significant findings based upon
the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

Review and reassess the adequacy of this Charter at least annually. Submit
the Charter to the Board of Directors for approval and have the document
published at least every three (3) years in accordance with SEC regulations.

Review the Company's annual audited financial statements prior to filing
or distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgments.

A-1

In consultation with management, the independent auditors, and the
internal auditors, consider the integrity of the Company's financial reporting
processes and controls. Discuss significant financial risk exposures and the
steps management has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent auditors and the
internal auditing department together with management's responses.

Review with financial management and the independent auditors the
company's quarterly financial results prior to the release of earnings and/or
the company's quarterly financial statements prior to filing or distribution.
Discuss any significant changes to the Company's accounting principles and any
items required to be communicated by the independent auditors in accordance with
SAS 61 (see item 9). The Chair of the Committee may represent the entire Audit
Committee for purposes of this review.

Independent Auditors

The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the independence
and performance of the auditors and annually recommend to the Board of Directors
the appointment of the independent auditors or approve any discharge of auditors
when circumstances warrant.

Approve the fees and other significant compensation to be paid to the
independent auditors. On an annual basis, the Committee should review and
discuss with the independent auditors all significant relationships they have
with the Company that could impair the auditors' independence.

Review the independent auditors' audit plan -- discuss scope, staffing,
locations, reliance upon management, and internal audit and general audit
approach.

Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with AICPA SAS 61.

Consider the independent auditors' judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

Internal Audit Department and Legal Compliance

Review the budget, plan, changes in plan, activities, organization
structure, and qualifications of the internal audit department, as needed.

Review the appointment, performance, and replacement of the senior
internal audit executive.

Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.

On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's financial
statements, the Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities

Annually prepare a report to shareholders as required by the Securities
and Exchange Commission. The report should be included in the Company's annual
proxy statement.

Perform any other activities consistent with this Charter, the Company's
bylaws, and governing law, as the Committee or the Board deems necessary or
appropriate.

Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

Establish, review, and update periodically a Code of Conduct and ensure
that Management has established a system to enforce this Code.

Periodically perform self-assessment of Audit Committee performance.

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Review financial and accounting personnel succession planning within the
Company.

Annually review policies and procedures as well as audit results
associated with directors' and officers expense accounts and perquisites.
Annually review a summary of director and officers' related party transactions
and potential conflicts of interest.

A-3

ANNEX B

APTIMUS, INC.

2001 STOCK PLAN

SECTION 1. PURPOSE

The purposes of this 2001 Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to certain individuals providing services to the Company
and its Affiliates, and to promote the success of the Company's business and
thereby enhance long-term shareholder value. Options granted under the Plan may
be incentive stock options (as defined under Section 422 of the Code) or
nonqualified stock options, as determined by the Administrator at the time of
grant of an option and subject to the applicable provisions of the Code, and the
regulations promulgated thereunder. Awards of Restricted Stock may also be made
under this Plan.

SECTION 2. DEFINITIONS

As used herein, the following definitions shall apply:

"Administrator" means the Committee or, if there is no Committee, the
Board. If a Committee has been designated but its authority has been limited by
the Board, any responsibilities of the Administrator not assigned to the
Committee shall be retained by the Board.

"Affiliate" means (a) any entity that, directly or indirectly through one
or more intermediaries, is controlled by the Company and (b) any entity in which
the Company has a significant equity interest, in each case as determined by the
Committee, and may include a Parent or Subsidiary.

"Applicable Laws" means the legal requirements relating to stock options,
if any, pursuant to U.S. state corporate laws, U.S. federal and state securities
laws, the Code and the rules of any applicable Stock Exchange.

"Award" means the grant of Restricted Stock or an Option to an Employee or
Consultant.

"Award Agreement" means a written agreement between the Company and a
Participant relating to an Award under the Plan.

"Board" means the Board of Directors of the Company.

"Cause" means willful misconduct with respect to, or that is harmful to,
the Company or any of its Affiliates including, without limitation, dishonesty,
fraud, unauthorized use or disclosure of confidential information or trade
secrets or other misconduct (including, without limitation, conviction for a
felony), in each case as reasonably determined by the Administrator.

"Change in Control" shall mean any of the following:

(a) the acquisition of securities of the Company representing more than
50% of the combined voting power of the Company's then outstanding
securities by any person or group of persons, except a Permitted
Shareholder (as defined herein), acting in concert. A "Permitted
Shareholder" means a holder, as of the date of adoption of this
Plan, of voting capital stock of the Company;

(b) a consolidation or merger of the Company in which the Company is not
the continuing or surviving corporation or pursuant to which shares
of the Company's outstanding capital stock are converted into cash,
securities or other property, other than a consolidation or merger
of the Company in which the Company's shareholders immediately prior
to the consolidation or merger have the same proportionate ownership
of voting capital stock of the surviving corporation immediately
after the consolidation or merger;

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(d) in the event that the shares of voting capital stock of the Company
are traded on an established securities market: a public
announcement that any person has acquired or has the right to
acquire beneficial ownership of securities of the Company
representing more than 50% of the combined voting power of the
Company's then outstanding securities, and for this purpose the
terms "person" and "beneficial ownership" shall have the meanings
provided in Section 13(d) of the Exchange Act or related rules
promulgated by the Securities and Exchange Commission; or the
commencement of or public announcement of an intention to make a
tender offer or exchange offer for securities of the Company
representing more than 50% of the combined voting power of the
Company's then outstanding securities.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.

"Committee" means a committee of directors designated by the Board to
administer the Plan. At any time that either Rule 16b-3 or Code Section 162(m)
applies to the Company, the Committee shall be comprised of not less than such
number of directors as shall be required to permit Awards granted under the Plan
to qualify under Rule 16b-3, and, if applicable, each member of the Committee
shall be an "outside director" within the meaning of Section 162(m) of the Code.

"Common Stock" means the common stock of the Company.

"Company" means Aptimus, Inc., a Washington corporation.

"Consultant" means any person, including an advisor or director, who is
engaged by the Company or any Affiliate, Parent or Subsidiary to render services
and who is not an Employee.

"Continuous Status as an Employee or Consultant" means the absence of any
interruption or termination of service as an Employee or Consultant. Continuous
Status as an Employee or Consultant shall not be considered interrupted in the
case of: (a) sick leave, military leave or any other leave of absence approved
by the Administrator, provided that such leave is for a period of not more than
ninety (90) days, unless re-employment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy adopted from time to time; (b) transfers between locations of the
Company or between the Company, its Affiliates or their respective successors;
or (c) a change in status from an Employee to a Consultant or from a Consultant
to an Employee.

"Disability" means permanent and total disability as defined in Code
section 22(e)(3).

"Employee" means any person, including officers and directors (who meet
the requirements of this Section), employed by the Company or any Parent or
Subsidiary of the Company, with the status of employment determined based upon
such minimum number of hours or periods worked as shall be determined by the
Administrator in its discretion, subject to any requirements of the Code. The
payment of a director's fee by the Company to a director shall not alone be
sufficient to constitute "employment" of such director by the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means, as of any date, the fair market value of Common
Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the National
Market of the National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq"), its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such system or exchange, or, if
there is more than one such system or exchange, the system or
exchange with the greatest volume of trading in Common Stock for the
last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the
Administrator deems reliable;

(b) If the Common Stock is quoted on the Nasdaq (but not on the National
Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the
Common Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or

B-2

(c) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the
Administrator.

"Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable Award Agreement.

"Nonqualified Stock Option" means an Option not intended to qualify as an
Incentive Stock Option, as designated in the applicable Award Agreement, or an
Incentive Stock Option that does not so qualify.

"Option" means a stock option granted pursuant to the Plan.

"Optioned Stock" means the Common Stock subject to an Option.

"Optionee" means an Employee or Consultant who receives an Option.

"Parent" means a "parent corporation," whether now or hereafter existing,
as defined in Section 424(e) of the Code, or any successor provision.

"Participant" means an Employee or Consultant granted an Award under the
Plan.

"Plan" means this 2001 Stock Plan.

"Reporting Person" means an officer, director, or greater than ten percent
(10%) shareholder of the Company within the meaning of Rule 16a-2 under the
Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the
Exchange Act.

"Restricted Stock" means Common Stock awarded to or purchased by a
Participant under this Plan that is subject to applicable restrictions as
described herein or in the applicable Award Agreement.

"Restricted Stock Award" means the grant of Restricted Stock pursuant to
the Plan.

"Restricted Stock Holder" means a Participant who receives Restricted
Stock pursuant to the Plan.

"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as the
same may be amended from time to time, or any successor provision.

"Securities Act" means the Securities Act of 1933, as amended.

"Share" means a share of the Common Stock, as may be adjusted as permitted
under the Plan.

"Stock Exchange" means any stock exchange or consolidated stock price
reporting system on which prices for the Common Stock are quoted at any given
time.

"Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code, or any successor provision.

SECTION 3. STOCK SUBJECT TO THE PLAN

Subject to the provisions for adjustment under the terms of this Plan, the
maximum aggregate number of shares that may be made subject to Awards under the
Plan is three million (3,000,000) shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock. If an Award should expire
or become unexercisable for any reason without having been exercised in full,
the unpurchased Shares that were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan. In
addition, any shares of Common Stock that are retained by the Company upon
exercise of an Award in order to satisfy the exercise price for such Award or
any withholding taxes due with respect to such exercise shall be treated for
purposes of this limitation as not issued and shall continue to be available
under the Plan. Shares repurchased by the Company pursuant to any repurchase
right which the Company may have shall not be available for future grant under
the Plan. Notwithstanding the foregoing, the number of Shares available for
granting Incentive Stock Options under the Plan shall not exceed three million
(3,000,000), subject to adjustment as provided in the Plan and subject to the
provisions of Section 422 or 424 of the Code or any successor provision.

B-3

SECTION 4. ADMINISTRATION OF THE PLAN

4.1 Powers of the Administrator. Subject to the provisions of the Plan and
to any required approval of any relevant authorities, including the approval, if
required, of any Stock Exchange, the Administrator shall have the authority, in
its discretion:

(a) to determine the Fair Market Value of the Common Stock, in
accordance with the provisions of the Plan;

(b) to select the Consultants and Employees to whom Awards may from time
to time be granted hereunder;

(d) to determine the number of shares of Common Stock to be covered by
each such Award granted hereunder and the type of each such Award;

(e) to approve forms of agreement for use under the Plan;

(f) to construe and interpret the terms of the Plan and Awards granted
under the Plan;

(g) to determine vesting schedules and any other terms and conditions of
Awards, not inconsistent with this Plan;

(h) to determine whether and under what circumstances an Award may be
settled in Common Stock or other consideration instead of cash; and

(i) to make any other determination and take any other action that the
Administrator deems necessary or desirable for the administration of
the Plan.

4.2 Delegation of Authority to Officers. The Administrator may delegate
limited authority to specified officers of the Company to grant Awards under the
Plan, subject to limitations as set forth in the document granting such
authority.

4.3 Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all
Participants.

SECTION 5. ELIGIBILITY FOR AWARDS

5.1 Recipients of Grants. Restricted Stock and Nonqualified Stock Options
may be granted to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. An Employee or Consultant who has been granted an
Award may, if he or she is otherwise eligible, be granted additional Awards.

5.2 Grants of Awards. No Award may be Granted more than ten years after
the earlier of (i) the date of adoption of the Plan by the Board or (ii) the
date that the Plan is approved by the Company's shareholders.

5.3 Type of Award. Each Award Agreement shall indicate the type of Award
granted (i.e. Incentive Stock Option, Nonqualified Stock Option, or Restricted
Stock). If an Option is granted but the type of Option is not so designated, the
Award will be a Nonqualified Stock Option. Notwithstanding any such
designations, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds the limit set
forth in Code section 422(d) (currently $100,000), such excess Options shall be
treated as Nonqualified Stock Options. For purposes of this requirement,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares subject to an Incentive
Stock Option shall be determined as of the date of the grant of such Option.

SECTION 6. AWARDS OF OPTIONS

6.1 Term of Option. The term of each Option shall be the term stated in
the Award Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof or such shorter term as may be
provided in the Award Agreement. However, in the case of an Incentive Stock
Option granted to an Optionee who,

B-4

at the time the Option is granted, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any Parent or Subsidiary, the term of the Option shall be five (5) years from
the date of grant thereof or such shorter term as may be provided in the Award
Agreement.

6.2 Option Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and may be greater than or less than Fair Market Value at
the time of grant, except that (a) the per Share exercise price shall be no less
than 85% of the Fair Market Value per Share on the date of grant; (b) in the
case of an Incentive Stock Option, the per Share exercise price shall be no less
than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant; and (c) furthermore, in the case of an Incentive Stock Option that is
granted to an Employee who, at the time of the grant of such Incentive Stock
Option, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of grant.

6.3 Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant) and may consist entirely of (a) cash
or check, (b) cancellation of indebtedness of the Company to Optionee, (c)
promissory note (subject to approval by the Company, and provided that such note
is for a term of not greater than five years and provides for a reasonable rate
of interest), (d) surrender of other Shares that (i) have been owned by Optionee
for more than six months on the date of surrender or such other period as may be
required to avoid a charge to the Company's earnings, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
Shares to be purchased by Optionee as to which such Option shall be exercised,
(e) if there is a public market for the Shares and they are registered under the
Securities Act, delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the aggregate exercise price and any
applicable income or employment taxes, (f) any combination of the foregoing
methods of payment, or (g) such other consideration and method of payment for
the issuance of Shares to the extent permitted under Applicable Laws. In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company or result in the recognition of compensation expense (or
additional compensation expense) for financial reporting purposes.

6.4 Vesting of Options.

(a) Vesting Schedule. Except as authorized by the Administrator as
permitted under the terms of this Plan, no Option will be
exercisable until it has vested. The Administrator will specify the
vesting schedule for each Option at the time of grant of the Option,
provided that if no vesting schedule is specified at the time of
grant, the Option shall vest in full over the course of four (4)
years from date of grant as follows:

(i) twenty-five percent (25%) of the total number of Shares
granted under the Option shall vest after one (1) year of
Continuous Status as an Employee or Consultant; and

(ii) the remaining seventy-five percent (75%) of the Shares granted
under the Option shall vest pro rata quarterly on the last day
of the quarter over the following twelve (12) quarters of
Continuous Status as an Employee or Consultant.

The Administrator may specify a vesting schedule for all or any portion of
an Option based on the achievement of performance objectives with respect to the
Company, an Affiliate, Parent or Subsidiary, and/or Optionee, and as shall be
permissible under the terms of the Plan.

(b) Acceleration of Vesting. The vesting of one or more outstanding
Options may be accelerated by the Administrator at such times and in
such amounts as it determines in its sole discretion. The vesting of
Options may also be accelerated in connection with certain corporate
transactions, as described below.

B-5

6.5 Procedure for Exercise; Rights as a Shareholder. An Option shall be
deemed to be exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and the Company has received full payment for the Shares
with respect to which the Option is exercised; provided, however that the
following terms and conditions shall apply to the exercise of the Option.

(a) Any Award exercised before the company obtains shareholder approval
of the Plan shall be rescinded if such shareholder approval is not
obtained within 12 months before or after the Plan is adopted by the
Board.

(b) An Option may not be exercised for a fraction of a Share.

(c) Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment as described above.

(e) Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.

(f) The Company shall issue (or cause to be issued) such stock
certificate promptly upon exercise of the Option. No adjustment will
be made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as
provided in Section 9 of the Plan.

(g) Exercise of an Option in any manner shall result in a decrease in
the number of Shares that thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

6.6 Exercise After Termination of Employment or Consulting Relationship.

(a) Termination of Employment or Consulting Relationship. Except as
otherwise provided herein or in the applicable Award Agreement, in
the event of termination of a Participant's Continuous Status as an
Employee or Consultant, such Participant may exercise his or her
Option to the extent that Participant was entitled to exercise it at
the date of such termination, but only within ninety (90) calendar
days after the date of such termination (or such other longer period
of time as is determined by the Administrator, provided that no
Option which is exercised after such 90-day period will be treated
as an Incentive Stock Option). In no event may an Option be
exercised later than the expiration date of the term of such Option
as set forth in the Award Agreement. To the extent that Participant
was not entitled to exercise the Option at the date of such
termination, or if Participant does not exercise such Option to the
extent so entitled within the time specified, the Option shall
terminate. In the event of a change in status from an Employee to a
Consultant, or a transfer of employment to an Affiliate that is not
a Parent or a Subsidiary (neither of which constitutes a termination
of Continuous Status as an Employee or Consultant), any Incentive
Stock Option not exercised within 90 days of such change will
thereafter be treated as a Nonqualified Stock Option.

(b) Disability of Participant. Notwithstanding the provisions set forth
above, in the event of termination of a Participant's Continuous
Status as an Employee or Consultant as a result of his or her
Disability, Participant may, but only within three hundred sixty
(360) calendar days (or, with respect to a Nonqualified Stock
Option, such other longer period of time, if any, as is determined
by the Administrator) after the date of such termination (but in no
event later than the expiration date of the term of such Option as
set forth in the Award Agreement), exercise the Option to the extent
he or she is otherwise entitled to exercise it at the date of such
termination. To the extent that Participant was not entitled to
exercise the Option at the date of termination, or if Participant
does not exercise such Option to the extent so entitled within the
time specified herein, the Option shall terminate.

(c) Death of Participant. In the event of the death of a Participant
during the period of Continuous Status as an Employee or Consultant,
or within thirty (30) days following the termination of
Participant's Continuous Status as an Employee or Consultant, the
Option may be exercised at any time within three

B-6

hundred sixty (360) days (or, with respect to a Nonqualified Stock
Option, such other longer period of time, if any, as is determined
by the Administrator) after the date of death (but in no event later
than the expiration date of the term of such Option as set forth in
the Award Agreement), by Participant's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance,
but only to the extent Participant was entitled to exercise the
Option at the date of death or, if earlier, the date of termination
of the Continuous Status as an Employee or Consultant. To the extent
that Participant was not entitled to exercise the Option at the date
of death or termination, as the case may be, or if Participant or
the Participant's estate (or, as applicable, heirs, personal
representative, executor or administrator) does not exercise such
Option to the extent so entitled within the time specified herein,
the Option shall terminate.

(d) Termination for Cause. Notwithstanding the above, and unless
otherwise set forth in the Award Agreement, if Participant's
Continuous Status as an Employee or Consultant is terminated for
Cause, the Option shall automatically terminate upon first
notification to Participant of such termination, unless the Plan
Administrator determines otherwise. If Participant's employment or
services are suspended pending an investigation of whether
Participant shall be terminated for Cause, all of Participant's
rights under any Option likewise shall be suspended during the
period of investigation.

6.7 Rule 16b-3. Options granted to Reporting Persons shall comply with
Rule 16b-3 and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption for Plan
transactions.

6.8 Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to
Optionee at the time that such offer is made.

6.9 Early Issuance and Repurchase Rights. The Administrator shall have the
discretion to authorize the issuance of unvested Shares pursuant to the exercise
of an Option. In the event of termination of the Optionee's employment or
services, all Shares issued upon exercise of an Option which are unvested at the
time of cessation of employment or services shall be non-transferable and
subject to repurchase at the exercise price paid for such Shares. The terms and
conditions upon which such repurchase right shall be exercisable (including the
period and procedure for exercise) shall be established by the Administrator and
set forth in the agreement evidencing such right. All of the Company's
outstanding repurchase rights under this Section are assignable by the Company
at any time and shall remain in full force and effect in the event of a Change
in Control; provided that if the vesting of Options is accelerated as permitted
under the Plan, the repurchase rights under this Section shall terminate and all
Shares subject to such terminated rights shall immediately vest in full. The
Administrator shall have the discretionary authority, exercisable either before
or after the Optionee's cessation of employment or services, to cancel the
Company's outstanding repurchase rights with respect to one or more Shares
purchased or purchasable by the Optionee under an Option and thereby accelerate
the vesting of such Shares in whole or in part at any time.

SECTION 7. RESTRICTED STOCK AWARDS

7.1 Grant of Restricted Stock Awards. Each Restricted Stock Award (i)
shall be for a number of Shares determined by the Administrator, and (ii) shall
require the Restricted Stock Holder to maintain Continuous Status as an Employee
or Consultant for a restricted period determined by the Administrator in order
for the restrictions related to such Shares to lapse. The restricted period need
not be the same for all Shares subject to the Restricted Stock Award. For
vesting purposes, credit for service as an Employee or Consultant prior to the
actual grant of the Restricted Stock Award may be given as part of the
Restricted Stock Award.

7.2 Restrictions on Transfer. With respect to Shares issued under a
Restricted Stock Award, none of such Shares or any beneficial interest therein
shall be transferred, encumbered or otherwise disposed of in any way until the
release of such Shares from the Company's repurchase option in accordance with
the provisions of this Plan and any related agreement, other than by will or the
laws of descent and distribution.

B-7

7.3 Consideration for Restricted Stock Awards. Restricted Stock may be
sold or awarded under the Plan for such consideration as the Administrator may
determine, including (without limitation) cash, cash equivalents, full-recourse
promissory notes (subject to approval by the Plan Administrator), past services
and future services.

7.4 Rights of a Restricted Stock Holder.. Except for the above
restrictions on transfer, and subject to provisions under the Plan relating to
adjustments to Awards, conditions on issuance of shares, and termination of the
Participant's relationship with the Company, a Restricted Stock Holder shall
have all the rights of a shareholder, including but not limited to the right to
receive all cash dividends paid on such Restricted Stock and the right to vote
such Restricted Stock. Dividends paid in securities or other property or stock
received in connection with a stock split or other distribution with respect to
the Restricted Stock shall be subject to the same restrictions as the Restricted
Stock.

7.5 Vesting of Restricted Stock. The restrictions imposed herein shall
lapse, and the Participant's rights in the Restricted Stock shall vest, in
accordance with the schedule provided in the Award Agreement. If not so
specified in such Award Agreement, the restrictions shall lapse according to the
following schedule: restrictions on 25% of the Shares shall lapse after one year
of Continuous Service as an Employee or Consultant; the remaining 75% of Shares
shall vest pro rata quarterly on the last day of each calendar quarter over the
subsequent 12 quarters of Continuous Service as an Employee or Consultant. Upon
the vesting of the Restricted Stock awarded under the Plan, the Restricted Stock
Holder shall be entitled to receive a certificate representing the number of
shares of Restricted Stock as to which restrictions no longer apply, with the
remaining shares of Restricted Stock subject to the foregoing restrictions. The
Restricted Stock Holder shall execute a new stock power with respect to any
remaining Shares which are restricted.

7.6 Termination of Employment or Consulting Relationship. Except as
otherwise provided in the applicable Award Agreement, if a Restricted Stock
Holder ceases to maintain his or her Continuous Status as an Employee or
Consultant for any reason other than death or Disability, such Participant's
Restricted Stock which at the time of such termination is still subject to the
restrictions imposed by this Section shall be forfeited and returned to the
Company, the Company shall repay (without interest) any amounts paid by the
Participant toward the purchase of the Restricted Stock (if it was sold to the
Participant), and the Participant shall have no further claim to or interest in
such Restricted Stock. If a Restricted Stock Holder ceases to maintain his or
her Continuous Status as an Employee or Consultant by reason of death or
Disability, such Participant's Restricted Stock which, at the time of such
termination is subject to the restrictions imposed by this Section, shall be
forfeited.

7.8 Issuance of Restricted Stock. The Administrator shall request of the
Company that each certificate in respect of Restricted Stock awarded under the
Plan be registered in the name of the Restricted Stock Holder. The Restricted
Stock Holder shall provide a stock power endorsed in blank to the Company and
any certificate representing the Restricted Stock shall bear the following (or a
similar) legend:

"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE 2001 STOCK PLAN OF APTIMUS, INC. COPIES OF
SUCH PLAN ARE ON FILE IN THE OFFICES OF APTIMUS, INC."

7.8 Adjustments to Restricted Stock Awards. The Administrator may, in
anticipation of a Change in Control, make such adjustments in the terms and
conditions of outstanding Restricted Stock as the Administrator in its sole
discretion determines are equitably warranted under the circumstances, including
declaring that any Restricted Stock Award not vested shall become fully vested.
The Administrator in its discretion shall have the right to accelerate the time
at which the Restricted Stock shall become vested and may do so as to one or
more Restricted Stock Holders.

7.9 Agreement. At the time of a Restricted Stock Award, the Participant
shall enter into an Award Agreement with the Company agreeing to the terms and
conditions of the Restricted Stock Award and such other matters as the Company
shall in its sole discretion determine.

7.10 Return of Unvested Restricted Stock. Any Shares of Restricted Stock
as to which rights have not vested in accordance with this Plan and as to which
a Restricted Stock Holder no longer has any rights under this Plan shall be
returned to the Company which thereafter shall have all rights of ownership and
which may use such shares for further Awards under this Plan.

B-8

SECTION 8. SATISFACTION OF WITHHOLDING TAX OBLIGATIONS

8.1 Withholding Tax. At the discretion of the Administrator, Participants
may satisfy withholding obligations as provided in this paragraph. When a
Participant incurs tax liability in connection with an Award, which tax
liability is subject to tax withholding under applicable tax laws (including,
without limitation, income and payroll withholding taxes), and Participant is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, Participant may satisfy the tax withholding obligation by one or some
combination of the following methods: (a) by cash payment, (b) out of
Participant's current compensation, (c) if permitted by the Administrator, in
its discretion, by surrendering to the Company Shares that (i) have been owned
by Participant for more than six (6) months on the date of surrender or such
other period as may be required to avoid a charge to the Company's earnings, and
(ii) have a fair market value on the date of surrender equal to (or less than,
if other consideration is paid to the Company to satisfy the withholding
obligation) Participant's marginal tax rate times the ordinary income
recognized, plus an amount equal to the Participant's share of any applicable
payroll withholding taxes, or (d) if permitted by the Administrator, in its
discretion, by electing to have the Company withhold from the Shares to be
issued upon exercise of the Award, if any, that number of Shares having a Fair
Market Value equal to the amount required to be withheld. For this purpose, the
Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined (the "Tax Date"). In
making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company or result in the recognition of
compensation expense (or additional compensation expense) for financial
reporting purposes.

8.2 Reporting Persons. Any surrender by a Reporting Person of previously
owned Shares to satisfy tax withholding obligations arising upon exercise of
this Award must comply with the applicable provisions of Rule 16b-3 and shall be
subject to such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption from Section 16 of the Exchange
Act with respect to Plan transactions.

8.3 Form of Election. All elections by a Participant to have Shares
withheld to satisfy tax withholding obligations shall be made in writing in a
form acceptable to the Administrator and shall be subject to the following
additional restrictions:

(a) the election must be made on or prior to the applicable Tax Date;

(b) once made, the election shall be irrevocable as to the particular
Shares of the Award as to which the election is made;

(c) if Participant is a Reporting Person, the election must comply with
the applicable provisions of Rule 16b-3 and shall be subject to such
additional conditions or restrictions as may be required thereunder
to qualify for the maximum exemption from Section 16 of the Exchange
Act with respect to Plan transactions; and

(d) all elections shall be subject to the consent or disapproval of the
Administrator.

8.4 Deferral of Tax Date. In the event the election to have Shares
withheld is made by a Participant and the Tax Date is deferred under Section 83
of the Code because no election is filed under Section 83(b) of the Code,
Participant shall receive the full number of Shares with respect to which the
Award is exercised but such Participant shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.

SECTION 9. ADJUSTMENTS

9.1 Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, and the number of Shares that have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or that have been
returned to the Plan upon cancellation or expiration of an Award, as well as the
price per Share covered by each such outstanding Award, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common

B-9

Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Award.

9.2 Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify Participants at
least thirty (30) days prior to the effective date of such proposed action. To
the extent not previously exercised, Awards will terminate immediately prior to
the consummation of such proposed action.

9.3. Change in Control Transactions. Except as otherwise provided herein
or in the Award Agreement, in the event of any Change in Control each Option and
each Share of Restricted Stock that is then outstanding shall, immediately prior
to the specified effective date for the Change in Control, become 100% vested.
Notwithstanding the foregoing, such vesting shall not so accelerate if and to
the extent that such Award is, in connection with the Change in Control, either
continued in effect, assumed by the successor corporation (or parent thereof) or
replaced with a comparable award relating to shares of the capital stock of the
successor corporation (or its parent corporation). If the Administrator
determines that such an assumption or replacement will be made, the
Administrator shall give the Participants notice of such determination, and of
the provisions of such assumption or replacement, and any adjustments made (x)
to the number and kind of shares subject to the outstanding Awards (or to the
options in substitution therefore), (y) to the exercise prices, and/or (z) to
the terms and conditions of the stock options. Any such determination shall be
made in the sole discretion of the Administrator and shall be final, conclusive
and binding on all Participants. To the extent Awards are not continued or
assumed by the successor corporation or an affiliate thereof, all unexercised
Awards shall terminate and cease to remain outstanding immediately following the
consummation of the Change in Control.

9.5 Certain Distributions. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each
outstanding Option to reflect the effect of such distribution.

SECTION 10. GENERAL

10.1 Transferability Of Options. Except as otherwise provided in the
applicable Award Agreement, Options granted under this Plan may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will, by applicable laws of descent
and distribution or (except in the case of an Incentive Stock Option) pursuant
to a qualified domestic relations order, and shall not be subject to execution,
attachment or similar process, and may be exercised or purchased during the
lifetime of Optionee only by Optionee. Notwithstanding the foregoing, any Award
Agreement may provide (or be amended to provide) that a Nonqualified Stock
Option to which it relates is transferable without payment of consideration to
immediate family members of the Optionee or to trusts or partnerships
established exclusively for the benefit of the Optionee and the Optionee's
immediate family members. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any Option or of any right or privilege
conferred by this Plan contrary to the provisions hereof, or upon the sale, levy
or any attachment or similar process upon the rights and privileges conferred by
this Plan, such Option shall thereupon terminate and become null and void.

10.2 Date of Grant. The date of grant of an Award shall, for all purposes,
be the date on which the Administrator (or an officer to whom authority to grant
options has been delegated by the Administrator) makes the determination
granting such Award, or such later date as is determined by the Administrator or
officer. Notice of the determination shall be given to each Employee or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

B-10

10.3 Conditions Upon Issuance Of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any Stock Exchange. As a condition to the exercise of an Option,
the Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by law.

10.4 Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made that would impair the rights of any Participant
under any Award previously granted, unless mutually agreed otherwise, which
agreement must be in writing and signed by Participant and the Company. In
addition, to the extent necessary to comply with Rule 16b-3 or with Section 422
of the Code (or any other applicable law or regulation, including the
requirements of any Stock Exchange), the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a degree as
required.

10.5 Rights of First Refusal. Until the date on which the initial
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange
Act first becomes effective, the Company shall have the right of first refusal
with respect to any proposed sale or other disposition by a Participant of any
Shares issued pursuant to an Award granted under the Plan. Such right of first
refusal shall be exercisable in accordance with the terms and conditions
established by the Plan Administrator and set forth in the agreement evidencing
such right.

10.6 Reservation Of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

10.7 Information To Optionees. As soon as administratively feasible after
making any Award under the Plan, the Company shall provide to the Participant a
copy of the Plan and a copy of any relevant agreement(s).

10.8 Financial Statements. The Company shall provide, subject to the terms
of this Section, annual financial statements of the Company to each Optionee
holding an outstanding Award under the Plan. Such financial statements may be
unaudited financial statements. The Company shall be deemed to have satisfied
the obligation herein set forth by filing its annual report on form 10-K in
conformance with the applicable provisions of the Exchange Act, applicable Stock
Exchange listing criteria, if any, and such other federal, state and local laws
as may apply. Notwithstanding the foregoing, if the Committee determines that an
Optionee is a key employee whose duties at the Company assure them access to
information equivalent to the information contained in the Company's financial
statements, the Company is not obligated to provide such Optionee with annual
financial statements.

10.9 Employment Relationship. The Plan shall not confer upon any
Participant any right with respect to continuation of Participant's employment
or consulting relationship with the Company, nor shall it interfere in any way
with such Participant's right or the Company's right to terminate the
Participant's employment or consulting relationship at any time, with or without
cause.

10.10 No Rights to Awards. No Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.

10.11 No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan or any Award,
unless otherwise expressly provided in the Plan or in any Award Agreement.

B-11

10.12 Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

10.13 No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

10.14 Term Of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated as permitted herein.

10.15 Shareholder Approval. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any Stock Exchange upon which the Common Stock is listed and in
accordance with the Company's bylaws. All Options issued under the Plan shall
become void in the event such approval is not obtained in a timely manner.

This Plan was adopted by the Board on ____________________________.

This Plan was approved by the shareholders of the Company on __________________.

B-12

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.

Please mark your votes as indicated in this example |X|

1. Election of Directors:

FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at right

|_| |_|

Nominees: Timothy C. Choate, John P. Ballantine, John B. Balousek, William J.
Lansing, William H. Fritsch

(Instruction: To withhold authority to vote for any nominee, write that
nominee's name on the line below.)

________________________________________________________________________________

2. Approval of 2001 Stock Plan

FOR AGAINST ABSTAIN

|_| |_| |_|

3. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated May 8, 2001.

__________________________________________________
(Date)

__________________________________________________
(Signature)

__________________________________________________
(Signature, if jointly held)

__________________________________________________
(Printed name(s))

__________________________________________________
(Representative capacity, if applicable)

Please sign exactly as the name(s) appears on the stock
certificate(s). Joint owners should each sign. Trustees
and others acting in a representative capacity should
indicate the capacity in which they sign.

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^ FOLD AND DETACH HERE ^

APTIMUS, INC.
95 South Jackson Street, Suite 300 Seattle,
Washington 98104

ANNUAL MEETING OF SHAREHOLDERS

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Timothy C. Choate and David H. Davis as
proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Aptimus, Inc. held of record by the undersigned at
the close of business on April 13, 2001 at the Annual Meeting of Shareholders to
be held on Tuesday, June 12, 2001, or any adjournment or postponement thereof.

- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^