**STOCK
      RESALE RESTRICTION AGREEMENT**




This
      STOCK RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to certain
      stock option award agreements (the "Option Agreements") issued under the
      Aptimus, Inc. 1997 Stock Option Plan (the "Plan") is made and entered into
      as of
      December 23, 2005 (“Effective Date”) by and between Aptimus, Inc., a Washington
      corporation ("Company"), and the employee, director or service provider whose
      name appears in the signature block below ("Holder").





A.  Holder
      has been granted one or more options (each, an "Option") to acquire shares
      of
      common stock of the Company (the "Shares") in such quantities and at the
      exercise prices set forth in Exhibit
      A hereto
      pursuant to the Option Agreements;




B.  The
      Options designated on Exhibit
      A are
      fully vested and exercisable by reason of an action of the Company's Board
      of
      Directors, effective December 31, 2005; and




C.  Company
      and Holder wish to impose certain resale restrictions


on
      the
      Shares subject to the Options as provided herein on the terms and conditions
      contained herein.







NOW,
      THEREFORE, it is agreed as follows:




1.  Resale
      Restriction .
      Holder
      shall not sell, contract to sell, grant any option to purchase, transfer any
      economic interest in or legal or equitable title to, pledge, encumber,
      hypothecate or otherwise transfer or dispose of (together “Resale Restrictions”)
      all or any portion of the Shares until the Shares have been released from the
      Resale Restrictions as provided herein.




2.  Restricted
      Shares .
      The
      Shares designated "Restricted" on Exhibit
      A shall be
      subject to the Resale Restrictions.




3.  Release
      of Restriction .
      The
      Resale Restrictions in respect to the Shares shall lapse, and such Shares shall
      become free of the restrictions imposed by this Agreement, in accordance with
      the schedule set forth on Exhibit
      A hereto.




4.  Effect
      of Termination .
      Notwithstanding anything in this Agreement to the contrary, in the event
      Holder's employment or service with Company is terminated for any reason, 100%
      of the Shares shall become free from the Resale Restrictions as of the effective
      date of such termination of employment or service, as the case may be.





5.  Legend .
      To
      enforce the restrictions contained in this Agreement, Holder understands and
      agrees that Company shall cause the legend set forth below or a legend
      substantially equivalent thereto, to be placed upon any certificate(s)
      evidencing ownership of such Shares, if any, issued prior to the lapse and
      release of the Resale Restrictions in respect to such Shares, together with
      any
      other legends that may be required by Company or by applicable state or federal
      securities laws:








THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      RESALE, AS SET FORTH IN THE RESALE RESTRICTION AGREEMENT BETWEEN THE ISSUER
      AND
      THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
      PRINCIPAL OFFICE OF THE ISSUER. SUCH RESALE RESTRICTIONS ARE BINDING ON
      TRANSFEREES OF THESE SHARES.





Each
      certificate or certificates including the legend set forth herein shall be
      held
      by the Secretary of the Company or the stock transfer agent or brokerage service
      selected by the Secretary of the Company to provide such services.





6.  Stop-Transfer
      Notices .
      Holder
      agrees that, in order to ensure compliance with the restrictions referred to
      herein, Company may issue appropriate “stop transfer” instructions to its
      transfer agent in the event of a breach of the Resale Restrictions by Holder,
      its agents or transferees.





7.  Refusal
      to Transfer .
      Company
      shall not be required (i) to transfer on its books any Shares that have
      been sold or otherwise transferred in violation of any of the provisions of
      this
      Agreement, or (ii) to treat as owner of such Shares or to accord the right
      to vote or pay dividends to any holder or other transferee to whom such Shares
      shall have been so transferred.





8.  Removal
      of Resale Restrictions .
      After
      the Resale Restrictions with respect to the Shares lapse, upon demand, Company
      shall promptly cause to be issued a certificate or certificates, registered
      in
      the name of Holder or in the name of Holder’s legal representatives,
      beneficiaries or heirs, as the case may be, evidencing such unrestricted Shares
      and shall cause such certificate or certificates to be delivered to Holder
      or
      Holder’s legal representatives, beneficiaries or heirs, as the case may be, free
      of the legend or the stop-transfer order referenced above. If a portion of
      the
      Shares represented by a certificate remain subject to Resale Restrictions,
      the
      Company shall also cause to be issued a certificate representing the portion
      of
      the Shares still subject to Resale Restrictions to be issued with the legend
      and
      subject to the stop-transfer order and retain possession of such Shares until
      such time as the Resale Restrictions in respect thereto have
      lapsed.





9.  Miscellaneous .





(a)  Waiver .
      No
      waiver of any provision of this Agreement shall be valid unless in writing
      signed by the waiving party, nor shall any waiver or failure to enforce any
      right in one instance constitute or be deemed a continuing waiver of that right
      or of any other right under this Agreement in any other instance.








(b)  Choice
      of Law and Jurisdiction .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Washington without regard to choice or conflict of law principles
      and
      provisions. Venue for any suit or proceeding hereunder shall be in the state
      and
      federal courts sitting in King County, Washington.





(c)  Savings
      Clause .
      If any
      provision of this Agreement is held to be invalid or unenforceable to any
      extent, it shall nevertheless be enforced to the fullest extent allowed by
      law
      in that and other contexts, and the validity and force of the remainder of
      this
      Agreement shall not be affected.





(d)  Notices .
      All
      notices required or permitted hereunder shall be given in writing and delivered
      in person, transmitted by facsimile, delivered via overnight courier or sent
      by
      registered or certified mail, postage prepaid and return receipt requested,
      to
      the parties at their respective addresses and facsimile numbers, or to such
      other address/number as a party may subsequently specify in writing. Notice
      shall be deemed effective upon the earlier of actual receipt, which if by
      facsimile shall be deemed conclusively determined by electronic confirmation
      of
      delivery, the next day following deposit with a national commercial delivery
      service if sent by overnight courier, or the third business day after the date
      on which said notice was sent by any other method described above.





(e)  Complete
      Agreement .
      This
      Agreement comprises the entire agreement between the parties in respect to
      the
      subject matter hereof. It may be changed only by further written agreement,
      signed by both parties. It supersedes and merges within it all prior agreements
      or understandings between the parties, whether written or oral. In interpreting
      or construing this Agreement, the fact that one or the other of the parties
      may
      have drafted this Agreement or any provision shall not be given any weight
      or
      relevance.





(f)  Attorney’s
      Fees and Costs .
      The
      prevailing party in any claim, suit or proceeding brought to interpret or
      enforce the terms of this Agreement shall be entitled to an award of its
      attorneys fees and costs incurred in every stage of such claim, suit or
      proceeding, including appeal.





DATED
      as
      of the date first above written.




APTIMUS, INC.
            
            HOLDERBy:Its:
            
            
            Print Name:














**EXHIBIT
      A**




Restricted
      Shares and Restriction Expiration Schedule








**Option
                Agreement Grant No.**
            **Option
                Grant Date**
            **Exercise
                Price**
            **Original
                Shares Granted**
            **Number
                of Restricted Shares**
            **Restriction
                Expiration Schedule***Pursuant
                to option vesting schedule in Option Agreement Grant No.##





*
      As such
      expiration schedule may be modified by the terms of that certain Change in
      Control Agreement, if any, and any amendments thereto, by and between Holder
      and
      Company.