SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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APTIMUS, INC.
(Name of Registrant as Specified in its Charter)

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

APTIMUS, INC.
95 South Jackson Street, Suite 300
Seattle, Washington 98104
Telephone: (206) 441-9100 Facsimile: (206) 441-9661

April 21, 2003

Dear Shareholder:

On behalf of Aptimus, Inc. (the "Company"), I cordially invite you to
attend the 2003 Annual Meeting of Shareholders (the "Annual Meeting") to be held
at 2:00 p.m. on Tuesday, June 10, 2003 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 four (4) directors to the Company's Board of Directors (the
"Board"); and

2. ratify the Company's selection of Moss Adams LLP as the Company's
independent accountants for the fiscal year ending December 31, 2003.

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

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, JUNE 10, 2003

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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
10, 2003 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 four (4) directors to the Company's Board of Directors to
serve until the 2004 Annual Meeting of Shareholders or until their
earlier retirement, resignation or removal, and the appointment or
election of their successors, if any, as the case may be;

2. To ratify the Company's selection of Moss Adams LLP as the Company's
independent accountants for the fiscal year ending December 31, 2003;
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 18, 2003 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
April 21, 2003

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 10, 2003

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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 10, 2003 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, 2002, are being sent to all shareholders of
record as of the close of business on April 18, 2003 on or about April 30, 2003.
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 18, 2003, there were 4,220,933 shares of
common stock, no par value (the "Common Stock"), of the Company issued and
outstanding. 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" the ratification of the company's selection of Moss Adams LLP as the
Company's accountants for the fiscal year ending December 31, 2003.

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 ratification of
the Company's selection of Moss Adams LLP as the Company's independent
accountants for the fiscal year ending December 31, 2003 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 ratify the selection of Moss Adams LLP as the independent
accountants 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 or ratification of independent accountants will have no
effect on any proposal as approval of each proposal 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 10, 2003; (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 10, 2003; 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 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 2004 Annual Meeting

Proposals of eligible shareholders of the Company that are intended to be
presented by such shareholders at the Company's 2004 Annual Meeting of
Shareholders (the "2004 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 December 31, 2003 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 2004
Annual Meeting is January 30,

2004 (90 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 2004 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 2004 Annual Meeting of Shareholders or until their earlier retirement,
resignation or removal and the election of their successors, if any. Timothy C.
Choate, Robert W. Wrubel, John B. Balousek, and Eric Helgeland who constitute
the four (4) 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 38

With more than 16 years of management experience in the Internet and
computer industries, Aptimus Founder Timothy C. Choate is a renowned industry
expert in online direct marketing and an eCommerce pioneer. He has been
chairman, president and CEO of Aptimus since 1998. Prior to Joining Aptimus, Mr.
Choate served as a vice president of Micro Warehouse. In 1994, he co-founded
Online Interactive, Inc., the former parent company of Aptimus, and was its
chairman, president and CEO until June 1997. Before 1994, Mr. Choate was
president of Softdisk Publishing LLC, a software publishing company. His
experience includes working as senior marketing manager at Prodigy, an Internet
access and content provider; and developing and launching the New Products
Division for Business Week, a division of the McGraw-Hill Companies, Inc. Mr.
Choate serves on the boards of directors of Digital River, Inc. (NASDAQ:DRIV), a
leading e-commerce services provider; Laplink, Inc., an internet file transfer
company; and the Julia Morgan Center for the Arts, a center for arts performance
and education programs. 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 B. Balousek Age 56

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.

Robert W. Wrubel Age 42

Robert W. Wrubel has served as a director since November 2001. Mr. Wrubel
is currently the founder and Chairman of Whole Body, Inc., a start up company
that began operations in August 2002. From June 2001 to July 2002, Mr. Wrubel
was an Entrepreneur-in-residence at Highland Capital Partners, a venture capital
firm, where he

identified new venture investments and developed start-up ideas into viable
business opportunities. Prior to that Mr. Wrubel was with Ask Jeeves, Inc. from
May 1998 to May 2001, where he served as Chief Executive Officer, President and
Vice President of Market Development. While at Ask Jeeves, Mr. Wrubel grew the
company from a 15-employee technology start-up to a public software and services
company of 425 employees. Mr. Wrubel built the Ask Jeeves web site into one of
the top twenty most visited sites on the Internet and developed its Business
Solutions Group into a leading provider of customized natural language services
for major corporate clients, including Dell Computers, Datek, Radio Shack, Ford
Motor Co, Chrysler and British Telecommunications. From 1993 to 1998, Mr. Wrubel
served in various positions, including Chief Operating Officer and Vice
President of Product Development for Knowledge Adventure, Inc., a leading
educational software company. Prior to that, Mr. Wrubel worked as a managing
editor of Financial World Magazine and was the founding publisher and editor of
High Tech Tomorrow. Mr. Wrubel holds a Bachelor of Arts in History and Economics
from Yale University.

Eric Helgeland Age 44

Eric Helgeland has served as a director since November 2002. Mr. Helgeland
currently serves as a project manager with Treasury Strategies, Inc., a position
he has held since 2000, where he provides marketing, business development and
M&A consulting services to a variety of public and private companies. From 1998
to 2000, Mr. Helgeland served as Vice President of Business Development for
Fingerhut, managing and directing new customer acquisition efforts and M&A
activities for the Federated Department Stores subsidiary. From 1995 to 1998,
Mr. Helgeland served as President and CEO of Intersect, Inc. and later,
Tactician Consulting, companies engaged in marketing and distribution planning
and software development. Mr. Helgeland began his career in managerial positions
with First Chicago, Household International and National Westminster Bank. Mr.
Helgeland holds a Bachelor of Arts degree in Economics from Northwestern
University.

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 four 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 and the election of their successors,
if any. 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, 2002, the Board consisted of the
following individuals: Timothy C. Choate, John B. Balousek, Robert W. Wrubel,
Eric Helgeland, John Ballantine, Richard C. Gallagher and William H. Fritsch.
Mr. Gallagher was appointed to a vacant seat on the Board in March 2002. Mr.
Helgeland was appointed to a vacant seat on the Board in November 2002. Mr.
Ballantine resigned from the Board in March 2002. Mr. Fritsch was not a nominee
and did not stand for election as a director at the 2002 Annual Meeting of
Shareholders. Mr. Gallagher resigned from the Board in November 2002. Neither
Messrs. Ballantine nor Gallagher resigned from the Board because of a
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.

In order for a shareholder to nominate one or more candidates for election
as a director 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 anniversary date of
the prior year's Annual Meeting of Shareholders.

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 full Board met six (6)
times during the

Company's fiscal year ended December 31, 2002, and additionally took action by
unanimous written consent on five (5) occasions. No incumbent member attended
fewer than 83% of the total number of meetings 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 2001 Stock Plan, as amended (the "Stock Plan"), permits the
grant of restricted shares of our Common Stock and options for the purchase of
shares of our Common Stock to, among others, directors of the Company. In
accordance with the Stock Plan, the following grants were made in 2002: Tim
Choate received a grant of 200,000 shares in January 2002; Robert Wrubel
received a grant of 50,000 shares in January 2002; Richard Gallagher received a
grant of 50,000 shares in March 2002; and Eric Helgeland received a grant of
50,000 shares in October 2002.

Committees of the Board

Permanent committees of the Board in 2002 consisted of an Audit Committee
and a Compensation Committee. The Audit Committee, which was composed of Messrs.
Ballantine, Fritch, Balousek, Gallagher, Wrubel and Helgeland, met four (4)
times during the fiscal year ended December 31, 2002. The Compensation
Committee, which was composed of Messrs. Ballantine, Balousek, and Wrubel, did
not meet during the fiscal year ended December 31, 2002. Instead, the full Board
performed the duties otherwise delegated to the Compensation Committee during
such year.

Report of the Audit Committee

The Audit Committee of the Board (the "Audit Committee") assists the Board
in executing its responsibilities pursuant to a written charter. 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,
Moss Adams LLP, are responsible for expressing an opinion on the conformity of
the Company's audited financial statements to generally accepted accounting
principles.

On December 17, 2001, Aptimus, Inc. filed an 8-K reflecting a Change in
Registrant's Certifying Accountants. Effective December 10, 2001, the Company
dismissed its independent accountant, PricewaterhouseCoopers LLP ("PWC") and
engaged Moss Adams LLP ("Moss Adams") to be the Company's new independent
accountant. The dismissal of PWC and appointment of Moss Adams was unanimously
approved by the Company's Board of Directors upon the recommendation of the
Audit Committee of the Board of Directors. As the predecessor auditor, PWC was
required to be engaged by the company, for the 2001 and 2002 audit years, to
specifically review the prior years, 2000 and 2001, financial information that
they audited which was included in the 2001 and 2002 10K.

The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management. The Audit Committee has discussed with
Moss Adams 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 both PWC and Moss Adams for
professional services rendered for the audit of the Company's financial
statements for the fiscal year ended December 31, 2002, and for review of the
financial statements included in each of the Company's Form 10-Q are $72,361.

Financial Information Systems Designs and Implementation Fees: PWC and Moss
Adams did not bill for any professional services for financial information
systems design or implementation as described in Paragraph (c)(4)(ii) of Rule
2-01 of Regulation S-X for the fiscal year ended December 31, 2002.

All Other Fees: Aggregate fees billed for all other services rendered by
Moss Adams, other than the services covered in the two previous paragraphs, for
the fiscal year ended December 31, 2002 are $26,425.

The Audit Committee has considered whether the services provided by Moss
Adams are compatible with maintaining the independence of Moss Adams and has
concluded that the independence of Moss Adams 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, 2002, for filing with the SEC.

Respectfully submitted, AUDIT COMMITTEE

April 21, 2003 John P. Balousek
Eric Helgeland
Robert W. Wrubel

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 March 14,
2003, 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.

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

Timothy C. Choate (4) ..................................... 1,616,153 36.89%
John B. Balousek (5) ...................................... 35,250 *
Robert W. Wrubel (6) ...................................... 31,250 *
Eric Helgeland (7) ........................................ 13,501 *
David H. Davis (8) ........................................ 141,108 3.24%
John A. Wade (9) .......................................... 231,280 5.20%
Frank Yien (10) ........................................... 71,978 1.68%
Christopher Redlitz (11) .................................. 38,162 *
All directors and executive officers as a group
(8 persons) (12) ......................................... 2,178,682 44.29%

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* 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 March 14, 2003, 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.

(3) Based upon an aggregate of 4,220,933 shares of the Company's Common Stock
issued and outstanding as of March 14, 2003.

(4) Represents 1,155,003 shares held by Mr. Choate directly, 301,000 shares
held by trusts established for Mr. Choate's children, and 160,150 shares
that Mr. Choate has a right to acquire pursuant to options exercisable
within 60 days of March 14, 2003.

(5) Represents 35,250 shares that Mr. Balousek has a right to acquire pursuant
to options exercisable within 60 days of March 14, 2003.

(6) Represents 31,250 shares that Mr. Wrubel has a right to acquire pursuant to
options exercisable within 60 days of March 14, 2003.

(7) Represents 1,001 shares held by Mr. Helgeland directly and 12,500 shares
that Mr. Helgeland has a right to acquire pursuant to options exercisable
within 60 days of March 14, 2003.

(8) Represents 5,900 shares held by Mr. Davis directly and 135,208 shares that
Mr. Davis has a right to acquire pursuant to options exercisable within 60
days of March 14, 2003.

(9) Represents 5,900 shares held by Mr. Wade directly and 225,380 shares that
Mr. Wade has a right to acquire pursuant to options exercisable within 60
days of March 14, 2003.

(10) Represents 5,900 shares held by Mr. Yien directly and 66,078 shares that
Mr. Yien has a right to acquire pursuant to options exercisable within 60
days of March 14, 2003.

(11) Represents 5,682 shares held by Mr. Redlitz directly and 32,480 shares that
Mr. Redlitz has a right to acquire pursuant to options exercisable within
60 days of March 14, 2003.

(12) Represents 1,480,386 shares held by all the current directors and executive
officers and 698,296 shares current directors and executive officers have a
right to acquire pursuant to options exercisable within 60 days of March
14, 2003.

Securities Authorized for Issuance under Equity Compensation Plans [SEE S-K
201(d)]

The following table sets forth the number of securities issuable under our
equity compensation plans and indicates whether or not the plan received
shareholder approval:

A B C
Number of securities
remaining available for
future issuance under
Number of securities Weighted-average equity compensation
to be issued upon exercise price of plans (excluding
exercise of options, outstanding options, securities reflected
Plan Category warrants and rights warrants and rights in Column A)
- ----------------------------------------- -------------------- -------------------- ------------------------

Equity compensation plans approved by
security holders ....................... 1,441,407 $ 0.99 4,007,613*
Equity compensation plans not approved by
security holders ....................... 0 -- 0
--------- ------ ---------
Total .................................. 1,441,407 $ 0.99 4,007,613
========= ====== =========

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* Includes 1,964,364 shares of common stock subject to the 2000 Employee
Stock Purchase Plan

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, 2002 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 of Messrs.
Balousek and Wrubel. 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, 2002, and the Board performed the
duties otherwise performed by the Compensation Committee. Timothy C. Choate, the
Company's Chief Executive Officer and President participated, during the fiscal
year ended December 31, 2002, in all deliberations of the Board regarding
executive officer compensation, except the deliberations held in January 2002 in
respect to the salary increase and stock grant awarded to Mr. Choate in such
month.

No executive officer of the Company serves as a member of the Compensation
Committee of any entity that has one or more executive officers serving as a
member of the Company's Board. In addition, no interlocking relationship exists
between any member of the Company's Board 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

The Company has entered into indemnification agreements with each of its
directors and certain of its officers containing provisions that may require it,
among other things, to indemnify its directors and such officers against
liabilities that may arise by reason of their status or service as directors and
such 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.

In addition, the Company has entered into Change in Control Agreements with
certain of its officers that may require it to pay severance and accelerate
vesting of any unvested option grants in the event the officer's employment is
terminated as a consequence of a change of control of the Company, which is
defined as the sale of substantially all of the Company's assets, the
third-party acquisition of in excess of 50% of the Company's voting securities,
a reduction in force mandated as a prior condition to the sale or merger of the
Company, or the voluntary or involuntary winding up and liquidation of the
Company.

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, 2000, 2001 and 2002.

Summary Compensation Table

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

Timothy C. Choate .............. 2002 $176,250 $ 0 200,000
Chairman, President and Chief 2001 150,000 0 100,000 (1)
Executive Officer 2000 150,000 37,500
John A. Wade ................... 2002 $152,500 $ 0
Vice President, Finance and 2001 135,000 0 150,000 30,000 (1)
Chief Financial Officer 2000 100,000 25,000 20,000
Frank Yien ..................... 2002 $157,060 $ 0 12,500
Senior Vice President and 2001 160,000 15,000 125,000
General Manager
David H. Davis ................. 2002 $136,790 $ 0 12,500
Secretary and General Counsel 2001 138,125 0 125,000 30,000 (1)
2000 122,445 8,534 30,000
Christopher Redlitz ............ 2002 $ 61,300 $ 0 140,000
Senior Vice President, Sales &
Business Development

- ------------

(1) Reflects a restricted stock grant under the Company's 2001 Stock Plan. The
restricted stock was sold in the Company's issuer tender offer that closed
in November 2001.

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, 2002. 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 2002

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

Timothy C. Choate ........... 200,000 (2) 26.5% 0.50 (3) 01/15/12 62,889 159,374
Frank Yien .................. 12,500 (4) 1.7% 0.50 (3) 01/15/12 3,931 9,961
David H. Davis .............. 12,500 (4) 1.7% 0.50 (3) 01/15/12 3,931 9,961
Christopher Redlitz ......... 40,000 (5) 5.3% 0.81 (3) 7/23/12 20,376 51,637
Christopher Redlitz ......... 100,000 (5) 13.3% 0.54 (3) 10/30/12 33,960 86,062

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(1) During 2002, options to purchase stock and grants of restricted stock
collectively totaling 754,500 shares were issued to employees.

(2) Represents options vesting according to the following schedule: three-year
term; twelve month vesting credit; quarterly vesting.

(3) The exercise price per share was equal to the fair market value of the
Common Stock on the date of grant as reported by the Nasdaq National
Market or Nasdaq SmallCap Market, as the case may be.

(4) Represents options vesting according to the following schedule: four-year
term; 20% at 12 months; then quarterly for three years.

(5) Represents options vesting according to the following schedule: three-year
term; 6 month cliff; then balance quarterly.

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, 2002
and the number of shares subject to exercisable and unexercisable stock options
held at December 31, 2002.

Aggregated Option Exercises in 2002
and Year-End Option Values

Number Of Securities
Underlying Unexercised Value of Unexercised
Options At In-The-Money Options At
Shares December 31, 2002 December 31, 2002 (1)
Acquired On Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ -------- ----------- ------------- ----------- -------------

Timothy C. Choate ........... -- -- 118,200 83,800 $16,268 $11,732
David H Davis ............... -- -- 101,730 53,270 14,110 7,140
John A. Wade ................ -- -- 191,640 58,360 25,896 13,104
Frank Yien .................. -- -- 39,375 15,625 10,238 4,063
Christopher Redlitz ......... -- -- -- 140,000 -- 14,000

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(1) The value of unexercised in-the-money options at December 31, 2002 is based
on $0.64 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 March 14, 2003,
regarding the executive officers and key employees of the Company:

Name Age Position
- ---------------------------- --- ---------

Timothy C. Choate .......... 37 Chairman, Chief Executive Officer, President and a Director
David H. Davis ............. 44 General Counsel and Secretary
John A. Wade ............... 40 Chief Financial Officer
Chris Redlitz .............. 47 Executive Vice President, Sales and Business Development
Frank Yien ................. 42 Senior Vice President and General Manager

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.

David H. Davis has served as General Counsel and Corporate Secretary since
January 2000. Prior to January 2000, Mr. Davis served as General Counsel and
Corporate Secretary for Ride, Inc. from August 1996 to December 1999 and for
Egghead, Inc. from September 1994 to August 1996. Prior to September 1994, Mr.
Davis worked as an attorney for the Seattle-based law firms of Lane Powell
Spears Lubersky and Stanislaw Ashbaugh. 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.

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

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. Mr.
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. Mr. 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.

Chris Redlitz has served as Aptimus' Senior Vice President of Sales and
Business Development since August 2002. Prior to joining Aptimus, Mr. Redlitz
served as Vice President of Sales for GetRelevant, Inc. In 1997, Mr. Redlitz
co-founded and served as CEO of Adauction, Inc., creator of the first automated
RFP for advertising. Before co-founding Adauction, Mr. Redlitz was Senior Vice
President of Sales for H.O.T. Coupons, the online coupon service division of
Money Mailer, Inc, where he was employed from 1995 to 1997. Prior to that, Mr.
Redlitz spent ten years in sales and marketing management with Reebok USA. In
2000, Advertising Age recognized Mr. Redlitz with the i20 Award as one of the
most influential people in interactive media. Mr. Redlitz holds a Bachelor of
Science in Business Administration from San Diego Sate University.

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.

Salary Reduction

From October 1, 2002 through February 28, 2003, each of the executive
officers of the Company received a 20% reduction in his base salary compensation
from levels in effect as of September 30, 2002. Each officer's base salary was
returned to its pre-reduction level as of March 1, 2003. As part of the salary
reduction, each affected officer was granted a fully vested stock option at the
conclusion of each calendar quarter in which the salary reduction was in effect
for that number of shares of the Company's common stock equal to the total
dollar value of the principal amount (to the nearest whole dollar) of the
officer's reduced compensation in that quarter. For example, if an officer's
salary was reduced by $2,000 in the fourth quarter of 2002, he received a stock
option grant for 2,000 shares of the Company's common stock at the conclusion of
the quarter. To be eligible to receive an option grant, the officer had to be
employed by the Company as of the end of the quarter in question.

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.

The Compensation Committee, which was composed of Messrs. Balousek and
Wrubel, did not meet during the fiscal year ended December 31, 2002. Instead,
except for one executive session when Mr. Choate recused himself wherein
adjustments to Mr. Choate's annual base salary and stock option grant were
considered, the full Board performed the duties otherwise performed by the
Compensation Committee during the fiscal year ended December 31, 2002.

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 November 2001, the Company revised its previously adopted 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. The revisions to the predetermined range were made to
accommodate a reduction in the total number of issued and outstanding shares of
the Company's Common Stock as a consequence of the Company's successful issuer
tender offer. In years following the employee's hiring, 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 and/or the individual
employee's 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. In an effort to preserve the Company's cash resources, there
were no cash bonuses awarded in 2002 and, except as noted below, salary
increases, if any, were limited to cost of living only.

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 and 2001. In
2001, in recognition of Mr. Choate's efforts since assuming leadership of the
Company and as an incentive to Mr. Choate to continue such efforts in the
future, Mr. Choate received a grant of 100,000 shares of restricted common
stock. In addition and for the same reasons, in January 2002,

Mr. Choate received an increase in his annual base salary from $150,000 to
$185,000 and was granted an option to purchase 200,000 shares of the Company's
common stock.

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 2003 will
exceed the $1 million limitation.

Respectfully submitted, THE BOARD OF DIRECTORS

April 21, 2003 Timothy C. Choate
John B. Balousek
Robert W. Wrubel
Eric Helgeland

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.

[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL]

September 27, December 31, December 31, December 31, December 31,
1999 1999 2000 2001 2002
------------- ------------ ------------ ------------ ------------

Aptimus, Inc. Common Stock .............. $100.00 $400.00 $ 6.25 $18.75 $ 5.33
Nasdaq Composite Index .................. $100.00 $147.35 $89.46 $70.62 $48.36
Inter@ctive Week Internet Index ......... $100.00 $180.78 $88.16 $46.01 $26.17
TheStreet.com Internet Index ............ $ 00.00 $182.87 $47.62 $30.56 $13.57

PROPOSAL 2 -- RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Company has selected Moss Adams LLP as its independent accountants for
the fiscal year ending December 31, 2003. Representatives of Moss Adams LLP are
expected to be present at the annual meeting and have the opportunity to make a
statement if they so desire and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF MOSS ADAMS LLP AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY.

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

April 21, 2003
Seattle, Washington

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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please |_|
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. Mark Here
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR for Address
PROPOSALS 1 and 2. Change or
Comments
SEE REVERSE SIDE

1. Election of Directors

Nominees: 01 Timothy C. Choate, 02 John B. Balousek,
03 Robert W. Wrubel and 04 Eric Helgeland

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

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

________________________________________________________

2. Ratification of the company's selection of Moss FOR AGAINST ABSTAIN
Adams LLP as the Company's independent accountants. |_| |_| |_|

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

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated April 21, 2003.

Dated:____________________________________________________________________, 2003

________________________________________________________________________________
Signature

________________________________________________________________________________
Signature if held jointly

________________________________________________________________________________
(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.

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

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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 below, all the shares of
Common Stock of Aptimus, Inc. held of record by the undersigned at the close of
business on April 18, 2003 at the Annual Meeting of Shareholders to be held on
Tuesday, June 10, 2003, or any adjournment or postponement thereof.

________________________________________________________________________________

Address Change/Comments (Mark the corresponding box on the reverse side)
________________________________________________________________________________

________________________________________________________________________________

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