Exhibit 10.28
 AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION
AGREEMENT
 
 AMENDMENT SUMMARY AND SIGNATURE PAGES
 This Amendment (Amendment) to the Microsoft Operations Digital Distribution Agreement is entered into between:
 Microsoft Corporation
 Microsoft
 AND
 Digital River, Inc.
 Company
 Amendment Effective Date and
Expiration Date:
    
    This Amendment shall become effective on the latter of the two signature dates
set forth below. Unless terminated earlier pursuant to the terms of the
Agreement, this Amendment shall expire on September 1, 2011 (the Amendment
Expiration Date).Purpose and Scope:
    
    Company and Microsoft are parties to a Microsoft Operations Digital Distribution
Agreementdated September 1, 2006 (as the same may have been amended,
supplemented or otherwise modified from time to time, the Agreement), pursuant
to which Company has provided E-Commerce Activities to Microsoft in accordance
with the terms of the applicable SOWs.In addition to the E-Commerce Activities originally contemplated in the
Agreement, Company resells and distributes, as a seller of record, certain
Microsoft Products to End-Users under the terms of a Direct Reseller Addendum to
the Agreement dated September 1, 2006 (as the same may have been amended,
supplemented or otherwise modified from time to time, the Direct Reseller
Addendum).Company also resells and distributes certain Microsoft Products to End-Users via
Microsofts online marketplace located at the website with the primary home page
identified by the URL http://www.windowsmarketplace.com under the terms of a
Windows Marketplace Reseller Addendum between the parties dated December, 2006
(as the same may have been amended, supplemented or otherwise modified from time
to time, the Windows Marketplace Addendum).[*] This Amendment may be referred to by the Parties in other agreements between
the Parties as the New Deal Amendment.
 This Amendment consists of the following:
 
    
    This Amendment Summary and Signature Page
    
    The Amendment Terms and Conditions
    
    Attachment 1: [*]
 Microsoft and Company enter into this Amendment by signing below.
 MICROSOFT CORPORATION
    
    DIGITAL RIVER, INC.Signature:
    
    Signature:Print Name:
    
    Print Name:Title:
    
    Title:Date:
    
    Date:
 
 *
    
    Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed
separately with the Securities and Exchange Commission.




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AMENDMENT TERMS AND CONDITIONS
 1.
 2. [*]
 3.
 4. Extension of Agreement and Direct Reseller Addendum
 5. Amendment to the Terms
 License to Company IP That Is Incorporated Into or Required For the Use of
Deliverables or Inventory.
    Ownership and Use of Deliverables
 Ownership of Deliverables
 6. Definitions
 7. No Further Amendment.
 
 *
    
    Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed
separately with the Securities and Exchange Commission.




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8. Counterparts .
 END OF AMENDMENT TERMS AND CONDITIONS
 
 *
    
    Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed
separately with the Securities and Exchange Commission.




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ATTACHMENT 1
 
 *
    
    Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information
subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed
separately with the Securities and Exchange Commission.