AMENDMENT
      NO. 1 TO RIGHTS AGREEMENT

     

    This
      Amendment No. 1 dated August 7, 2007 (this “Amendment”)
      is to
      the Rights Agreement dated March 12, 2002 (the “Agreement”),
      by
      and between Aptimus, Inc. (the “Corporation”)
      and
      Mellon Investor Services LLC (the “Rights
      Agent”).
      Capitalized terms used but not defined herein shall have the meaning ascribed
      to
      such terms in the Agreement. 

    


    WHEREAS,
      from time to time the Corporation’s Board of Directors may consider proposals
      regarding a merger,
      consolidation, share exchange, business combination, reorganization, tender
      offer or other similar transaction involving the Corporation;

    


    WHEREAS,
      in the event that the Corporation’s Board of Directors approves such a
      transaction, the Corporation and/or its Affiliates or Associates may be required
      to enter into an agreement and plan of merger, agreement and plan of
      reorganization, voting agreement, proxy and/or similar contract with the
      acquiring person in such a transaction;

    


    WHEREAS,
      the Corporation’s Board of Directors desires to confirm that entering into such
      a contract pursuant to such an approved transaction is intended to fall within
      the scope of a “Permitted Offer” under the Agreement and that any outstanding
      Rights under the Agreement expire immediately prior to the consummation of
      such
      an approved transaction; and

     

    WHEREAS,
      pursuant to Section 27 of the Agreement, the Corporation may and the Rights
      Agent shall, if the Corporation so directs, supplement or amend any provision
      of
      this Agreement without the approval of any holders of certificates representing
      Common Shares.

     

    NOW
      THEREFORE,
      in
      consideration of the above recitals and the mutual covenants made herein, the
      parties hereby agree as follows.

     

    Section
      1. AMENDMENT

     

    a. Section
      1(l) of the Agreement is hereby amended and restated as follows: 

    


    “Permitted
      Offer” shall mean a tender or exchange offer or a merger, consolidation, share
      exchange, business combination, reorganization or other similar transaction
      or
      combination thereof which, in each case, involves all outstanding Common Shares
      at a price and on terms determined, prior to the consummation of such proposed
      transaction(s), by at least a majority of the members of the Board of Directors
      who are not officers of the Corporation and who are not Acquiring Persons or
      Persons who would become Acquiring Persons as a result of the proposed
      transaction(s) in question or Affiliates, Associates, nominees or
      representatives of any such Person, to be adequate (taking into account all
      factors that such Directors deem relevant, including, without limitation, prices
      that could reasonably be achieved if the Corporation or its assets were sold
      on
      an orderly basis designed to realize maximum value) and otherwise in the best
      interests of the Corporation and its Stockholders (other than the Person or
      any
      Affiliate or Associate thereof on whose behalf the transaction(s) are being
      proposed) taking into account all factors that such directors may deem relevant
      (such a proposed transaction that is so approved by the Board of Directors
      shall
      be referred to herein as a “Permitted Transaction”). For
      the
      avoidance of doubt, a "Permitted Offer" and a "Permitted Transaction" shall
      include without limitation the merger and voting agreement and proxies
      contemplated by that certain Agreement and Plan of Merger of even date herewith,
      by and among the Corporation, Apollo Group, Inc. and Asteroid Acquisition
      Corporation, as it may be amended from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. Section
      7(a) of the Agreement is hereby supplemented and amended by deleting the word
      “or” that immediately precedes clause (iv) and inserting the following clause at
      the end of Section 7(a): 

     

    or
      (v)
      immediately prior to the consummation of a Permitted Transaction. 

     

    Section
      2. AGREEMENT
      AND PLAN OF MERGER

     

    The
      Rights Agent shall not be subject to, nor required to interpret or comply with,
      nor determine if any Person has complied with, the Agreement and Plan of Merger
      mentioned above, even though reference thereto may be made in this Amendment
      and
      the Agreement. 

     

    Section
      3. COMPLIANCE
      CERTIFICATION AND DIRECTION

     

    The
      undersigned officer of the Corporation, being an appropriate officer of the
      Corporation, hereby certifies to the Rights Agent that this Amendment is in
      compliance with Section 27 of the Agreement and hereby directs the Rights Agent
      to execute this Amendment. 

     

    Section
      4. EFFECT
      OF AMENDMENT

     

    Except
      as
      set forth herein, all other terms of the Agreement shall remain unmodified
      and
      remain in full force and effect. 

     

    


    [Signature
      page follows]

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties have caused this Amendment to be duly executed and delivered by their
      respective proper and duly authorized officers as of the date and year first
      written above.

     

    
      	 	 	 
	 	
              CORPORATION:

            
	 	 
	 	
              APTIMUS,
                INC.

            
	 
 	 
 	 
 
	 	By:  	
              /s/
                David H. Davis

            
	 	
              

              Name:
                David
                H. Davis

              Title:
                

                General
                  Counsel/Secretary

              

            


    

      

    
      	 	 	 
	 	RIGHTS
              AGENT: 
	 	 
	 	MELLON
              INVESTOR SERVICES LLC
	 
 	 
 	 
 
	 	By:  	/s/ Thomas L. Cooper
	 	
              
                

              

              Name: Thomas L. Cooper

              Title: Client
                Relationship Executive