This paper argues that two single-factor accounts of exploitation are inadequate and instead defends a two-factor account. Purely distributive accounts of exploitation, which equate exploitation with unfair transaction, make exploitation pervasive and cannot deliver the intuition that exploiters are blameworthy. Recent, non-distributive alternatives, which make unfairness unnecessary for exploitation, largely avoid these problems, but their arguments for the non-necessity of unfairness are unconvincing. This paper defends a two factor account according to which A exploits B iff A gains unfairly from (...) B and either A believes that the gains he receives in the transaction wrong B, or A is culpably unaware that the gains he receives in the transaction wrong B. This account avoids the problems of non-distributive approaches and also delivers the intuition that exploiters are blameworthy. (shrink)