DIRECT RESELLER ADDENDUM  TO THE MICROSOFT DIGITAL DISTRIBUTION AGREEMENT
 
 ADDENDUM SUMMARY AND SIGNATURE PAGE
 This Direct Reseller Addendum (Addendum) to the Microsoft Digital Distribution Agreement is entered into between:
 Microsoft Corporation
 Microsoft
 AND
 Digital River, Inc.
 Company
 Addendum Effective and Expiration Dates:
    
    This Addendum commences on September 1, 2006 (the Addendum Effective Date) and,
unless terminated earlier, expires on August 31, 2009 (the Addendum Expiration
Date).Purpose and Scope:
    
    This Addendum supplements and, to the extent applicable amends, the Microsoft
Operations Digital Distribution Agreement between Microsoft and Company,
(Agreement) signed as of September 1, 2006 respect to all statements of work
expressly referencing the Agreement and the Addendum. This Addendum supersedes and
replaces the previous Direct Reseller Addendum that was signed concurrently with the
Agreement.The Addendum establishes the terms and conditions under which Microsoft grants
Company a non-exclusive license to resell and distribute certain Microsoft Products
to End-Users. It establishes the legal structure for the parties to create a
business relationship under which Company will resell and distribute, as a seller of
record, certain Microsoft Products to end-users.This Addendum applies only to statements of work expressly referencing the Agreement
and the Addendum. In the event of a conflict between the Agreement and this
Addendum, this Addendum controls with respect to statements of work expressly
referencing this Addendum.
 This Addendum consists of the following:
 
    
    This Addendum Summary and Signature Page
    
    The Addendum Contact and Notices Information Page
    
    The Addendum Terms and Conditions
    
    Any statements of work (SOW) entered into under the Agreement and expressly referencing this Addendum, including the
following statements of work:
 
    
    Statement of Work: Office 2007 Digital Distribution (Expiration Date: September 1, 2006)
 Microsoft and Company enter into this Addendum 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. 1




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DIRECT RESELLER ADDENDUM  TO THE MICROSOFT DIGITAL DISTRIBUTION AGREEMENT
 ADDENDUM CONTACT AND NOTICES INFORMATION PAGE
 Address for Notices
 Business Contact Information
 Microsoft
    
    Company[*]
    
    [*]Responsible for:Office 2007
    
    Responsible for:Office 2007
 
 *
    
    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. 2




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ADDENDUM TERMS AND CONDITIONS
 1. Additional Definitions .
 (a) End-User
 (b) Price List
 (c) Purchase sale,
 (d) Upgrade
 (e) Website
 2. License Grant and Restrictions .
 (a) License Grant
 (b) Restrictions on the License and the Scope of E-Commerce Activities
 (i) Approved Websites
 (ii)
 3. Development and Maintenance of Approved Websites
 4. No Modifications of Products or Materials
 
 *
    
    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. 3




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5. End-User License Agreement
 6. Additional Privacy and Personal Information Requirements .
 (a) Collection and Use of Personal Information
 (b) Privacy Notices http://members.microsoft.com/vendorguide
 (c) Personal Information and Data Ownership Rights and Disclosure
 (d) Solicitation of Personal Information
 7. Warranties to End-Users
 8. Customer Service for End-Users
 9. End-User Recovery Process .
 10. Electronic Proof of Purchase .
 11. Physical and Digital Fulfillment .
 12. Inventory Management.
 
 *
    
    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. 4




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13. Pricing to End-Users
 14. Collection from End-Users .
 15. Reporting; Invoicing by Microsoft.
 (a) Invoicing by Microsoft
 (b) Sales Reports
 (c) Payment Terms by Company and Remittance
 (d) Determining Applicable Price
 (e) Currency
 (f) Invoice Disputes Disputed Invoices
 16. Payments by Company to Microsoft .
 17. [*]
 
 *
    
    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. 5




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18. Records and Audit .
 19. Taxes
 20. Effect of Termination
 21. Entire Agreement . AND
 22. No Further Amendment.
 END OF ADDENDUM 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. 6