OMNIBUS AMENDMENT TO MICROSOFT DIGITAL DISTRIBUTION AGREEMENT
 
 AMENDMENT SUMMARY AND SIGNATURE PAGES
 This Omnibus Amendment (Amendment) to the Microsoft Operations Digital Distribution Agreement is entered into between:
 Microsoft Corporation
 Microsoft
 AND
 Digital River, Inc.
 Company
 Amendment Effective Date
    
    This Amendment shall become effective on the
latest of the three signature dates set forth
below and, unless terminated earlier or
otherwise specified in the applicable
attachment, expires on August 31, 2009 (the
Amendment Expiration Date).Purpose and Scope:
    
    Company and Microsoft are parties to a Microsoft
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 (defined below) 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 between
Company and Microsoft (as the same may have been
amended, supplemented or otherwise modified from
time to time, the Direct Reseller Addendum).[*]The parties have now agreed on (a) a new pricing
methodology to be applied to the E-Commerce
Activities performed by Company, (b) the
addition of certain optional services that may
be selected by Microsoft where Microsoft has
opted for Tier 2 pricing (as defined in
Exhibit F attached hereto) in connection with
any E-Commerce Activities under the applicable
SOW, and (c) new service level standards that
will apply to the E-Commerce Activities where
Tier 2 pricing is selected, and (d) certain
monetary penalties that will be assessed if
Microsoft terminates the Office 2007 Digital
Distribution Statement of Work to the Direct
Reseller Addendum (as the same may have been
amended, supplemented or otherwise modified from
time to time, the Office SOW) for convenience
prior to the SOW Expiration Date specified
therein.Accordingly, this Amendment:(1) [*](2) Adds a new marketForce Services Addendum to
the Agreement describing the terms and
conditions on which Company has agreed to
provide certain, additional E-Commerce
Activities where Microsoft selects Tier 2
pricing for E-Commerce Activities to be provided
by Company; and(3) [*]
 This Amendment consists of the following:
 
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    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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OMNIBUS AMENDMENT TO MICROSOFT DIGITAL DISTRIBUTION AGREEMENT
 
    
    This Amendment Summary and Signature Page
    
    The Amendment Terms and Conditions
    
    Attachment 1: [*]
    
    Attachment 2: New marketForce Services Addendum to the Agreement
    
    Attachment 3: [*]
 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. Addition of New marketForce Services Addendum to the Agreement Attachment 2
 3. Definitions
 4. No Further Amendment.
 5. Counterparts .
 END OF AMENDMENT TERMS AND CONDITIONS
 
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    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.




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ATTACHMENT 2
 MARKETFORCE SERVICES ADDENDUM
TO
MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT
  1. General Terms Applicable to All marketForce Services .
 (a) Selection of marketForce Services.
 (b) Marketing Plans. Marketing Plan
 (c) Liability to Third Parties.
 (d) Term and Termination.
 (e) Effect of Termination
 2. marketForce Services .
 
 *
    
    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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o Deferred Payment Service .
 I. Description of Deferred Payment Option . Selected Site) Deferred Payment Option
 II. Costs and Credit Risk .
 o Paid Search Service
 I. Definitions .
 (a) Advertisement-Sourced Purchase:
 (b) Comparison Search Listing:
 (c) CSE-Sourced Purchase:
 (d) Program:
 (e) Program-Placed Advertisement:
 (f) Provider:
 (g) Provider Agreement:
 II. Placements .
 
 *
    
    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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III. Confidentiality . NDA
 o Managed Email Service
 I. Definitions .
  (a) Email-Sourced Purchase:
 (b) Managed Email Activities:
 (c) Managed Email:
 II. Default Language .
 III. Managed Email Activities .
 Customer List
 
 *
    
    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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o Managed Affiliate Service
 I. Definitions .
 (d) Affiliate:
 (e) Affiliate Network Provider:
 (f) Affiliate Program:
 (g) Affiliate Program Agreement:
 (h) Affiliate-Referred Purchases:
 (i) Managed Affiliate Program Program:
 II. Advisory Services .
 III. Confidential Information .
 o Site Optimization Service
 I. Definitions .
 (j) Challenger Page:
 (k) Company Optimization Service:
 (l) Control Page:
 (m) Optimization Software:
 (n) Test Testing:
 
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    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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Test Period
 (o) Testing and Optimization Applications
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 (p) Test Lift:
 (q) Visitor:
 II. In General .
 III. Microsoft Deliverables; Compliance With Intellectual Property Provisions .
 o Free Trial Optimization
 I. Free Trial Activities Trialed Product Free Trial Period
 
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    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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o Fireclick Web Analytics  Bundled Services
 I. General Obligations.
  o SoftwarePassport
 I. General Obligations .
 
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    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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II. Components .
 
    
    The DRM Component, if embedded in a Product, imposes technological restrictions on
the use of that Wrapped Product, including the ability to specify a maximum useable
period for that Wrapped Product and to disable certain functionality within that Wrapped
Product. The functionality which may be utilized to create Wrapped Products through the
DRM Component may differ depending on the DRM Component Engine specified and is
specified in the documentation for the selected DRM Component Engine.
    
    The User Metrics & Communications Component, if packaged with a Wrapped Product,
permits Company (or its authorized designee) to collect, analyze and provide reports to
Microsoft of data regarding End Users uses of that Wrapped Product (the Usage Data),
and facilitates contacts with, and transmission of information to, End Users from within
that Wrapped Product. Company represents and warrants that Usage Data shall not contain
Personal Information of End Users or any End User credit card information. The use,
maintenance, storage and onward disclosure of transaction data regarding the sale or
licensing of Products to End Users, including any Personal Information of End Users
contained therein, shall remain subject to the terms of the Agreement and applicable
laws and regulations. Unless otherwise specified in the applicable SOW or Marketing
Plan, all Usage Data collected through the User Metrics & Communications Component shall
be deemed to be owned by Microsoft and the confidential information of Microsoft for
purposes of the NDA. Notwithstanding the foregoing, but subject to the terms of the
Agreement and any limitations contained in the applicable SOW and/or Marketing Plan,
Microsoft consents to the collection, possession and use of such Usage Data by Company
(or its authorized designee) solely in connection with the performance of the E-Commerce
Activities. The parties agree to work together in good faith to develop any notices,
disclaimers, consents and waivers on the applicable Site or in the Wrapped Product which
are required by applicable law or deemed necessary by Microsoft, (i) sufficient to
notify End Users about the collection of Usage Data, (ii) sufficient to obtain the
unambiguous consent of an End User to receive contacts and/or information from Microsoft
(and, if Microsoft so consents, Company) from within the Wrapped Product, and (iii)
sufficient to permit the transfer of information concerning a customer or End User,
including without limitation Usage Data, to Company (or its authorized designee) in
order to permit Company to perform the relevant E-Commerce Activities.
 III. Optional Programs .
 
    
    If Trial Optimization Services are selected by Microsoft in connection with any SOW,
Company shall provide Trial Optimization Services for the Wrapped Products specified by
Microsoft in the applicable Marketing Plan.
    
    If Country-Based Licensing is selected by Microsoft in connection with any SOW,
Company shall provide Country-Based Licensing for the Wrapped Products specified by
Microsoft in the applicable Marketing Plan.
 IV. Definitions .
 (a) Activation:
 (b) Conversion:
 (c) Country-Based Licensing:
 
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    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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(d) Optional Program(s):
 (e) Trial Optimization Services:
 (f) SoftwarePassport:
 (g) Wrap:
 (h) Wrapped Product:
 
 *
    
    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 3
 
 *
    
    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.