This Amended and Restated Charter governs the operations of the Audit Committee ("Committee") of the Board of Directors ("Board") of Aptimus, Inc. ("Company")

The Committee shall assist the Board in overseeing the Company's accounting and financial reporting process, the systems of internal accounting and financial controls, disclosure controls and procedures and the annual independent audit of the Company's consolidated financial statements.

It is not the duty of the Committee to plan or conduct audits or to determine that the Company's consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor, for which the independent auditor is ultimately accountable to the Board of Directors through the Committee.

The Committee shall consist of at least three directors. The Chairperson and members of the Committee will each be appointed by the Board of Directors. The members of the Audit Committee shall meet the independence and experience requirements of The NASDAQ Stock Market and the United States Securities and Exchange Commission, as each of those requirements may be amended from time to time.

The Committee will meet prior to each quarterly earnings release, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business. Committee meetings may be held telephonically. Written minutes shall be prepared by the Committee for all meetings.

Policies and procedures of the Committee should remain flexible in order to best react to changing conditions and circumstances.

The Audit Committee shall:

• Provide advice to the Board of Directors in evaluating and selecting or replacing the independent auditor, which shall be appointed by the Board of Directors Appoint and determine funding for the independent auditor (subject to shareholder ratification of the selection, if such ratification is required or sought),oversee the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor shall report directly to the Committee.
  
  
• Evaluate the qualifications, performance and independence of the independent auditor on an ongoing basis, but no less frequently than annually.
  
  
• Establish policies and procedures for, and, as appropriate, approve the engagement of, the independent auditor for any non-audit service (to the extent such service is not prohibited by Section 10A(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and the fee for any such service, and consider whether the independent auditor's performance of any non-audit service is compatible with its independence.
  
  
• Meet with the independent auditor prior to the annual audit to review the planning, staffing and scope of the audit and its audit procedures.
  
  
• Review and discuss with management and the independent auditor the Company's annual audited and quarterly consolidated financial statements, including major issues regarding accounting and auditing principles and practices; the adequacy of disclosure and internal controls that could significantly affect the Company's consolidated financial statements; and the significant financial reporting issues and judgments made in connection with the preparation of the Company's consolidated financial statements. Review the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These reviews shall occur prior to the filing or release of such reports and consolidated financial statements and shall include review of management's assessment of the Company's internal controls.
  
  
• Recommend to the Board whether, based on the review and discussions described in the immediately preceding paragraph, the annual audited consolidated financial statements should be included in the Annual Report on Form 10-K.
  
  
• Review with the independent auditor the results of the annual audit examination, including any accompanying management letters and management's response, and any significant problems or difficulties encountered in the course of the audit work and management's response, including any restrictions on the scope of activities or access to required information, any significant changes required in the planned scope of the audit, and any significant disagreements with management. Resolve any disagreements between management and the independent auditor regarding financial reporting.
  
  
• Review with management and the independent auditor the Company's quarterly earnings press release after the independent auditor has completed its quarterly Statement on Auditing Standards ("SAS") 71 review or annual audit procedures. Also, generally discuss the types of information to be disclosed and the type of presentation to be made with respect to earnings press releases and financial information and earnings guidance provided to analysts and ratings agencies.
  
  
• Review major changes to the Company's accounting principles and practices as suggested by the independent auditor and management.
  
  
• Review the independent auditor's annual communication regarding their independence as required by Independence Standards Board Standard No. 1, discuss such reports with the independent auditor, and take any additional action required to ensure the independence of the auditor.
  
  
• Discuss with the independent auditor the matters required to be discussed by SAS 61, as amended by SAS 90, relating to the conduct of the annual audit.
  
  
• Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.
  
  
• Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  
  
• Oversee the Company's code of ethics for the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as contemplated by rules promulgated under the Exchange Act.
  
  
• Review annually, or more frequently as appropriate, with the Company's General Counsel legal matters that may have a material impact on the Company's consolidated financial statements, the Company's compliance policies and any material reports or inquiries received from regulators or governmental agencies.
  
  
• Meet periodically with the independent auditor, management and the principal accounting officer, controller or persons performing similar functions in separate executive sessions to discuss any matters that the Committee or these groups believe should be privately discussed with the Audit Committee.
  
  
• Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board of Directors for approval.
  
  
• Report its activities to the full Board of Directors on a regular basis and make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.
  
  

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including sole authority to:

• recommend to the Board of Directors matters pertaining to the retention and termination of the independent auditor, which will be accountable to the Board of Directors and report to the Committee;
  
  
• review and approve any non-audit relationship with the independent auditor, other than any relationship to provide services prohibited by Section 10A(g) of the Exchange Act, as amended; and
  
  
• review and approve all annual and special audit engagement fees and terms.
  
  

In addition, the Committee will have authority to:

• conduct or authorize investigations into any matters within its scope of responsibilities;
  
  
• engage outside auditors for special audits, reviews and other procedures;
  
  
• retain special counsel and other experts and consultants to advise the Committee;
  
  
• approve the fees and other retention terms for such parties; and
  
  
• approve ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
  
  

The Committee shall have full access to all books, records, facilities, and personnel of the Company and may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Audit Committee members will be indemnified by the Company to the maximum extent provided under Washington law.

This Amended and Restated Charter was adopted by the Company's Board of Directors on December 22, 2004.