The Nominating Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Aptimus, Inc. (the "Company") (1) to assist the Board, on an annual basis, by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and to recommend to the Board qualified individuals to fill any such vacancy; and (3) to recommend to the Board, on an annual basis, director nominees for each Board committee.

The Committee shall consist of no fewer than three (3) members, each of whom shall be a director of the Company. Each member of the Committee shall meet the standards of the SEC and the NASDAQ Marketplace Rules, as amended, relating to director independence as well as all other applicable legal, regulatory and exchange-related requirements (together "Independence Standards"). Members shall be appointed and removed by the Board. A majority of the members of the Committee shall constitute a quorum.

• The Committee shall have the responsibility to develop and recommend criteria for the selection of new directors to the Board, including, but not limited to age, skills, experience, time availability in the context of the needs of the Board and the Company, business relationships and such other criteria as the Committee shall determine to be relevant at the time. The Committee shall have the power to apply such criteria in connection with the identification of individuals to be Board members, as well as to apply the standards for independence imposed by the Independence Standards in connection with such identification process.
  
  
• When vacancies occur or otherwise at the direction of the Board, the Committee shall actively seek individuals whom the Committee determines meet such criteria and standards for recommendation to the Board.
  
  
• The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have, following consultation with the Company's CFO and General Counsel, authority to approve the search firm's fees and other retention terms at the Company's expense.
  
  
• The Committee shall oversee an annual evaluation of the Board and management. In connection with the annual evaluation of the Board, the Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance. The assessment of the Board's performance will be discussed with the Board at the last Board meeting of each calendar year.
  
  
• The Committee shall recommend to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders. The Committee shall also recommend to the Board, on an as needed basis, nominees for appointment to a vacancy on the Board.
  
  
• The Committee shall recommend to the Board the nominees for appointment to Committees of the Board on at least an annual basis.
  
  
• The Committee may form and delegate authority to subcommittees or individual Committee members when appropriate.
  
  
• The Committee shall make such reports to the Board on such matters as and when the Committee deems appropriate or upon request by the Board.
  
  
• The Committee shall annually review its own performance.
  
  
• The Committee, and each member of the Committee in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such individuals.
  
  
• Minutes of each meeting will be compiled by the Company's Corporate Secretary who shall act as Secretary to the Committee, or in the absence of the Corporate Secretary, by any other person designated by the Committee.