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                    FUJITSU MODIFICATION AGREEMENT

     THIS AGREEMENT (the "AGREEMENT") is made effective as of the 11th day of
December 1997 among Digital River, Inc., a Minnesota corporation
("DR-MINNESOTA"), Digital River, Inc., a Delaware corporation
("DR-DELAWARE"), Fujitsu Limited, a corporation organized under the laws of
Japan("FUJITSU") and the undersigned parties who are parties to some or all
of the documents described herein (collectively "OTHER PARTIES").

                                  WITNESSETH

     WHEREAS, DR-Minnesota is being reincorporated in Delaware as DR-Delaware
and survives temporarily as a wholly-owned subsidiary of DR-Delaware for
technical reasons.  It is intended that, as between DR-Minnesota and DR-
Delaware, DR-Delaware is the entity that may undertake an initial public
offering of its common stock at some future date.  As used hereafter, "DR"
shall mean DR-Minnesota or DR-Delaware, as applicable and appropriate to carry
out the intent of this Agreement;

     WHEREAS, DR, Fujitsu and the Other Parties have entered into various
agreements in the past in connection with an investment by Fujitsu in DR and
now desire to terminate such agreements, except as specifically provided
herein;

     WHEREAS, DR and Fujitsu desire to enter into a new agreement which will
set forth the terms of the ongoing relationship between DR and Fujitsu and,
except as explicitly provided herein, supercede the Prior Agreements (as
defined below); and

     WHEREAS, the Other Parties desire to be released from the obligations
contained in and release their rights under the Prior Agreements between DR,
Fujitsu and the respective Other Parties.

     NOW THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, the parties agree as follows:

1.   TERMINATION OF AGREEMENTS.  Except as explicitly provided in
     Section 5 of this Agreement, the following agreements (the "PRIOR
     AGREEMENTS") are hereby: (i) terminated as of the effective date of this
     Agreement, (ii) superceded in their entirety hereby,  and (iii) the
     parties are hereby released from all obligations under the Prior
     Agreements.

     a. Stock Purchase Agreement dated August 30, 1994 between DR, Fujitsu,
     Joel Ronning and MacUSA, Inc.;

     b. Investors' Rights Agreement dated August 30, 1994 between DR, Fujitsu
     and Joel Ronning;

     c. Personal Guaranty and Stock Pledge Agreement dated August 30, 1994
     for the benefit of DR and Fujitsu from Joel Ronning;

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     d. Employment and Non-Competition Agreement dated August 30, 1994
     between DR and Joel Ronning;

     e. Voting Agreement dated August 30, 1994 between DR, Fujitsu and
     Joel Ronning;

     f. Memorandum of Understanding dated August 30, 1994 between DR,
     Fujitsu, Joel Ronning and MacUSA, Inc.;

     g. Non-Competition Agreement dated August 30, 1994 between DR, Joel
     Ronning and MacUSA, Inc.; and

     h. That certain letter agreement between DR and Fujitsu dated as of
     October 17, 1997.

     i. Any and all amendments or other modifications to any of the foregoing
     agreements listed in a-h above, except for any modification set forth in
     this Agreement.

2.   ISSUANCE OF DR COMMON STOCK.  As consideration for Fujitsu entering
     into this agreement, DR, concurrent with the execution of this
     Agreement, will issue to Fujitsu an additional total of 90,000 shares of
     DR Common Stock (on a post-split basis).  Following completion of the
     transaction contemplated hereby, Fujitsu shall own beneficially and of
     record 3,290,000 shares of DR Common Stock (on a post-split basis).

3.   DIRECTOR DESIGNEE.  Until such time as Fujitsu owns less than ten
     percent (10%) of the outstanding Common Stock of DR, Fujitsu shall be
     entitled to designate one representative on the Board of Directors of
     DR.  In furtherance of such right:

       a. Fujitsu shall be entitled to nominate one individual to the Board of
       Directors of DR (the "Fujitsu Nominee"), which nominee shall be presented
       to the shareholders of DR at the annual shareholder meeting as a
       management nominee endorsed by the Board.

       b. While the parties to this Agreement understand that there can be no
       guarantee of the election of the Fujitsu Nominee by the shareholders of
       DR, the Other Parties hereby agree to use their best efforts to secure
       the presentation of the Fujitsu Nominee as a management nominee endorsed
       by the Board for election by the shareholders of DR and to secure the
       election of the Fujitsu Nominee to the Board.

       c. In addition, the Other Parties hereby agree that they will vote any
       and all shares of DR Common Stock held by them of record or beneficially
       in favor of the Fujitsu Nominee.

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       d. If and when DR's Board of Directors deems it appropriate, it will
       consider naming a second Fujitsu designee to the Board.

       e. In the event that the Fujitsu Nominee is not elected to the Board of
       Directors of DR and Fujitsu (together with its affiliates, successors,
       and assigns) holds at least ten percent (10%) of the outstanding shares
       of Common Stock of DR, Fujitsu shall (i) be entitled to notice of all
       meetings of the Board of Directors and to receive a copy of all materials
       disseminated to the members of the Board of Directors, have the right to
       send one representative to each meeting of the Board of Directors as an
       observer; such observer shall have the right to participate fully in all
       aspects of the Board meeting but shall not have a right to vote and (ii)
       be entitled to receive the following information:

          i.  ANNUAL REPORTS.  As soon as practicable in any event within 120
          days after the end of each fiscal year of the DR, a consolidated
          Balance Sheet as of the end of such fiscal year, a consolidated
          Statement of Income and a consolidated Statement of Cash Flows of the
          DR and its subsidiaries for such year, setting forth in each case in
          comparative form the figures from the DR's previous fiscal year (if
          any), all prepared in accordance with generally accepted accounting
          principles and practices and audited by nationally recognized
          independent certified public accountants (such obligation may be
          satisfied by delivery to the Investor of a Form 10-K or Form 10-KSB as
          filed with the Securities and Exchange Commission);

          ii. QUARTERLY REPORTS.  As soon as practicable, and in any case within
          forty-five (45) days of the end of each fiscal quarter of the DR
          (except the last quarter of the DR's fiscal year), quarterly unaudited
          financial statements, including an unaudited Balance Sheet, and an
          unaudited Statement of Income and an unaudited Statement of Cash
          Flows, and commencing six (6) months after the Effective Date a
          comparison to the DR's operating plan and budget and statements of the
          Chief Financial officer of the DR explaining any significant
          differences in the statements from the DR's operating plan and budget
          for the period and stating that such statements fairly present the
          consolidated financial position and consolidated financial results of
          the DR for the fiscal quarter covered (such obligation may be
          satisfied by delivery to the Investor of a Form 10-Q for Form 10-QSB
          as filed with the Securities and Exchange Commission);

          iii. MONTHLY REPORTS.  As soon as practicable, and in any case within
          forty-five days of the end of each calendar month (except that last
          month of the DR's fiscal year), monthly unaudited financial
          statements, including an unaudited Balance Sheet and an unaudited
          Statement of Income and an unaudited Statement of Cash Flows, together
          with a comparison to the DR's

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          operating plan and budget and statements of the Chief Financial
          Officer of the DR explaining any significant differences in the
          statements from the DR's operating plan and budget for the month
          covered and stating that such statements fairly present the
          consolidated financial position and consolidated financial results of
          the DR for the month covered; and

          iv. ANNUAL BUDGET.  As soon as practicable and in any event no later
          than sixty (60) days after the close of each fiscal year of the DR, an
          annual operating plan and budget, prepared on a monthly basis, for the
          next immediate fiscal year.  The DR shall also furnish to such
          Investor, within a reasonable time of its preparation, amendments to
          the annual budget, if any.

     f.  TERMINATION OF CERTAIN RIGHTS.  The DR's obligations under Section
3.e. above will terminate upon (i) the closing of the DR's initial public
offering of Common Stock pursuant to an effective registration statement
filed under the U.S. Securities Act of 1933, as amended (the "SECURITIES
ACT") in which the gross proceeds raised for the DR's account (calculated
before deduction of underwriters' discounts and commissions) exceeds
$5,000,000 and the per share price exceeds $2.00; or (ii) the DR becoming
subject to the reporting requirements of the Exchange Act of 1934, whichever
is sooner.

     g. RULE 144A INFORMATION.  The DR agrees to provide Investor, upon
request, with such written information as may be required in order to permit
such Investor to resell any shares of the DR's stock pursuant to Rule 144A
promulgated under the Securities Act, provided that no interim audit is
required to do so.

4.   REGISTRATION RIGHTS.

     a. DEFINITIONS.  For purposes of this Section 4:

        i.   REGISTRATION.  The terms "REGISTER," "REGISTERED," and
        "REGISTRATION" refer to a registration effected by preparing and filing
        a registration statement in compliance with the Securities Act, and the
        declaration or ordering of effectiveness of such registration statement.

        ii.  REGISTRABLE SECURITIES.  The term "REGISTRABLE SECURITIES"
        means: (1) all the shares of Common Stock of DR owned by Fujitsu or
        Fujitsu's assignee(s), and by Joel Ronning or his assignee(s); and (2)
        any shares of Common Stock of DR issued as (or issuable upon the
        conversion of exercise of any warrant, right or other security which is
        issued as) a dividend or other distribution with respect to, or in
        exchange for or in replacement of, all such shares of Common Stock
        described in clause (1) of this subsection (ii); EXCLUDING, however,
        any Registrable Securities sold to the public or sold pursuant to Rule
        144 promulgated under the Securities Act.

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        iii. HOLDER.  For purposes of this Section 4, the term "HOLDER"
        means any person owning of record Registrable Securities that have not
        been sold to the public or pursuant to Rule 144 promulgated under the
        Securities Act or any assignee or record of such Registrable Securities
        to whom rights under this Section 4 have been duly assigned in
        accordance with this Agreement.

        iv.  FORM S-3.  The term "FORM S-3" means such form under the
        Securities Act as is in effect on the date hereof or any successor
        registration form under the Securities Act subsequently adopted by the
        SEC which permits inclusion or incorporation of substantial information
        by reference to other documents filed by DR with the SEC.

        v.   SEC.  The term "SEC" or "COMMISSION" means the U.S.
        Securities and Exchange Commission.

     b. PIGGYBACK REGISTRATIONS.  DR shall notify all Holders of Registrable
Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of DR (including, but not limited to,
registration statements relating to offerings of securities of DR other than
DR's initial public offering, whether on behalf of DR or selling shareholders,
but EXCLUDING registration statements relating to any registration under
Section 4.c. of this Agreement or to any employee benefit plan or a corporate
reorganization) and will afford each such Holder an opportunity to include in
such registration statement all or any part of the Registrable Securities then
held by such Holder.  Each Holder desiring to include in any such registration
statement all or any part of the Registrable Securities held by such Holder
shall, within twenty (20) days after receipt of the above-described notice from
DR, so notify DR in writing, and in such notice shall inform DR of the number
of Registrable Securities such Holder wishes to include in such registration
statement.  If a Holder decides not to include all of its Registrable
Securities in any registration statement thereafter filed by DR, such Holder
shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements
as may be filed by DR with respect to offerings of its securities, all upon the
terms and conditions set forth herein.

        i.   UNDERWRITING.  If a registration statement under which DR
        gives notice under this Section 4.b. is for an underwritten offering,
        then DR shall so advise the Holders of Registrable Securities.  In such
        event, the right of any such Holder's Registrable Securities to be
        included in a registration pursuant to this Section 4.b. shall be
        conditioned upon such Holder's participation in such underwriting and
        the inclusion of such Holder's Registrable Securities in the
        underwriting to the extent provided herein.  All Holders proposing to
        distribute their Registrable Securities through such underwriting shall
        enter

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        into an underwriting agreement in customary form with the
        managing underwriter or underwriter(s) selected for such underwriting.
        Notwithstanding any other provision of this Agreement, if the managing
        underwriter determine(s) in good faith that marketing factors require a
        limitation of the number of shares to be underwritten, then the
        managing underwriter(s) may exclude shares (including Registrable
        Securities) from the registration and the underwriting, and the number
        of shares that may be included in the registration and the underwriting
        shall be allocated, FIRST, to DR; and SECOND, to each of the Holders
        requesting inclusion of their Registrable Securities in such
        registration statement on a pro rata basis based on the total number of
        Registrable Securities then held by each such Holder; PROVIDED,
        HOWEVER, that the right of the underwriters to exclude shares
        (including Registrable Securities) from the registration and
        underwriting as described above shall be restricted so that all shares
        that are not Registrable Securities and are held or controlled by
        individuals who are employees or directors of DR (or any subsidiary of
        DR) shall first be excluded from such registration and underwriting
        before any Registrable Securities are so excluded.  If any Holder
        disapproves of the terms of any such underwriting, such Holder may
        elect to withdraw therefrom by written notice to DR and the
        underwriter, provided that such notice shall not be effective until ten
        (10) business days after delivered to DR except that, if the
        registration statement has been declared effective prior to the 10th
        day, such withdrawal shall be of no effect.  Any Registrable Securities
        excluded or withdrawn from such underwriting shall be excluded and
        withdrawn from the registration.

        ii.  EXPENSES.  All expenses incurred in connection with a
        registration pursuant to this Section 4.b. (excluding underwriters' and
        brokers' discounts and commissions), including, without limitation all
        federal and "blue sky" registration and qualification fees, printers'
        and accounting fees, fees and disbursements of counsel for DR and
        reasonable fees and disbursements of one counsel for the selling
        Holders shall be borne by DR to the extent permitted under federal and
        applicable state laws.

     c. FORM S-3 REGISTRATION.  In case DR shall receive from any Holder a
written request or requests that DR effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, then DR will:

        i.   NOTICE.  Promptly give written notice of the purposed
        registration and the Holder's or Holders' request therefor, and any
        related qualification or compliance, to all other Holders or
        Registrable Securities; and

        ii.  REGISTRATION.  Use its diligent best efforts to effect
        such registration as soon as possible and all such qualifications and
        compliances as may be so

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        requested and as would permit or facilitate the sale and distribution
        of all or such portion of such Holder's or Holders' Registrable
        Securities as are specified in such request, together with all or such
        portion of the Registrable Securities of any other Holder or Holders
        joining in such request as are specified in a written request given
        within twenty (20) days after receipt of such written notice from DR;
        PROVIDED, HOWEVER, that DR shall not be obligated to effect any such
        registration, qualification or compliance pursuant to this Section 4.c.:

        (1)  if Form S-3 is not available for such offering by the Holders;

        (2)  if the Holders, together with the holders of any other
securities of DR entitled to inclusion in such registration, propose to sell
Registrable Securities and such other securities (if any) at an aggregate price
to the public of less than $500,000;

        (3)  if DR shall furnish to the Holders a certificate signed by the
President or Chief Executive Officer of DR stating that in the good faith
judgment of the Board of Directors of DR, it would be seriously detrimental to
DR and its shareholders for such Form S-3 Registration to be effected at such
time, in which event DR shall have the right to defer the filing of the Form S-
3 registration statement no more than once during any twelve-month period for a
period of not more than one hundred twenty (120) days after receipt of the
request of the Holder or Holders under this Section 4.c.

        (4)  if DR has within the twelve (12) month period preceding the date
of such request, already effected one (1) registration on Form S-3 for the
Holders pursuant to this Section 4.c.;

        (5)  in any particular jurisdiction in which DR would be required to
qualify to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance; or

        (6)  for a period of up to ninety (90) days if the Chief Executive
Officer of DR certifies in writing to the Holders that DR currently
contemplates a public offering of its securities within the next ninety (90)
days.

        iii. EXPENSES.  Subject to the foregoing, DR shall file a Form
        S-3 registration statement covering the Registrable Securities and
        other securities so requested to be registered pursuant to this Section
        4.c. as soon as practicable after receipt of the request or requests of
        the Holders for such registration.  DR shall pay all expenses incurred
        in connection with each registration requested pursuant to this Section
        4.c. (excluding underwriters' or brokers' discounts and commissions),
        including without limitation all filing, registration and
        qualification, printers' and accounting fees and the reasonable

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        fees and disbursements of one counsel for the selling Holder or Holders
        and counsel for DR.

     d. OBLIGATIONS OF DR.  Whenever required to effect the registration of
any Registrable Securities under this Agreement, DR shall, as expeditiously as
reasonably possible:

     i. Prepare and file with the SEC a registration statement with
        respect to such Registrable Securities and use its best efforts to
        cause such registration statement to become effective, and, upon the
        request of the Holders of a majority of the Registrable Securities
        registered thereunder, keep such registration statement effective for
        up to ninety (90) days or until all such Registrable Securities have
        been distributed, whichever is shorter.

    ii. Within such ninety (90) day period, prepare and file with the
        SEC such amendments and supplements to such registration statement and
        the prospectus used in connection with such registration statement as
        may be necessary to comply with the provisions of the Securities Act
        with respect to the disposition of all securities covered by such
        registration Statement.

   iii. Furnish to the Holders such number of copies of a prospects,
        including a preliminary prospectus, in conformity with the requirements
        of the Securities Act, and such other documents as they may reasonably
        request in order to facilitate the disposition of the Registrable
        Securities owned by them that are included in such registration.

    iv. Use its best efforts to register and qualify the Securities
        covered by such registration statement under such other securities or
        Blue Sky laws of such jurisdictions as shall be reasonably requested by
        the Holders, provided that DR shall not be required in connection
        therewith or as a condition thereto to qualify to do business or to
        file a general consent to service of process in any such states or
        jurisdictions.

     v. In the event of are underwritten public offering, enter into
        and perform its obligations under an underwriting agreement, in usual
        and customary form, with the managing underwriter(s) of such offering.
        Each Holder participating in such underwriting shall also enter into
        and perform its obligations under such an agreement.

    vi. Notify each Holder of Registrable Securities covered by such
        registration statement at any time when a prospectus relating thereto
        is required to be delivered under the Securities Act of the happening
        of any event as a result of which the prospectus included in such
        registration statement, as then in effect, includes an untrue statement
        of a material fact or

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        omits to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading in the light
        of the circumstances then existing.

   vii. Furnish, at the request of any Holder requesting registration
        of Registrable Securities, on the date that such Registrable Securities
        are delivered to underwriters for sale, if such securities are being
        sold though underwriters, or, if such securities are not being sold
        through underwriters, on the date that the registration statement with
        respect to such securities becomes effective, (i) an opinion, dated as
        of such date, of the counsel representing DR for the purposes of such
        registration, in form and substance as is customarily given to
        underwriters in an underwritten public offering and reasonably
        satisfactory to a majority in interest of the Holders requesting
        registration, addressed to the underwriters, if any, and to the Holders
        requesting registration of Registrable Securities and (ii) a "comfort"
        letter dated as of such date, from the independent certified public
        accountants of DR, in form and substance as is customarily given by
        independent certified public accountants to underwriters in an
        underwritten public offering and reasonably satisfactory to a majority
        in interest of the Holders requesting registration addressed to the
        underwriters, if any, and to the Holders requesting registration of
        Registrable Securities.

     e. FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of DR to take any action pursuant to Sections 4.b., 4.c or 4.d that
the selling Holders shall furnish to DR such information regarding themselves,
the Registrable Securities held by them and the intended method of disposition
of such securities as shall be required or reasonably requested to timely
effect the registration of their Registrable Securities.

     f. INDEMNIFICATION.  In the event any Registrable Securities are
included in a registration statement under Sections 4.b., 4.c. or 4.d.:

        i.  BY DR.  To the extent permitted by law, DR will indemnify
        and hold harmless each Holder, the partners, officers and directors of
        each Holder, any underwriter (as defined in the Securities Act) for
        such Holder and each person, if any, who controls such Holder or
        underwriter within the meaning of the Securities Act or the Securities
        Exchange Act of 1934, as amended (the "1934 ACT"), against any losses,
        claims, damages, or liabilities (joint or several) to which they may
        become subject under the Securities Act, the 1934 Act or other federal
        or state law, insofar as such losses, claims, damages, or liabilities
        (or actions in respect thereof) arise out of or are based upon any of
        the following statements, omissions or violations (collectively a
        "VIOLATION"):

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       (1)  any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto;

       (2)  the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein
not misleading; or

       (3)  any violation or alleged violation by DR of the Securities Act,
the 1934 Act, any federal or state securities law or any rule or regulation
promulgated under the Securities Act, the 1934 Act or any federal or state
securities law in connection with the offering covered by such registration
statement;

     and DR will reimburse each such Holder, partner, officer or director,
     underwriter or controlling person for any legal or other expenses
     reasonably incurred by them, as incurred, in connection with investigating
     or defending any such loss, claim, damage, liability or action; PROVIDED,
     HOWEVER, that the indemnity agreement contained in this subsection 4.f.(i)
     shall not apply to amounts paid in settlement of any such loss, claim,
     damage, liability or action if such settlement is effected without the
     consent of DR (which consent shall not be unreasonably withheld), nor
     shall DR be liable in any case for any such loss, claim, damage, liability
     or action to the extent that it arises out of or is based upon a Violation
     which occurs in reliance upon and in conformity with written information
     furnished expressly for use in connection with such registration by such
     Holder, partner, officer, director, underwriter or controlling person of
     such Holder.

     i. BY SELLING HOLDERS.  To the extent permitted by law, each
        selling Holder will indemnify and hold harmless DR, each of its
        directors, each of its officers who have signed the registration
        statement, each person, if any, who controls DR within the meaning of
        the Securities Act, any underwriter and any other Holder selling
        securities under such registration statement or any of such other
        Holder's partners, directors or officers or any person who controls
        such Holder within the meaning of the Securities Act or the 1934 Act,
        against any losses, claims, damages or liabilities (joint or several)
        to which DR or any such director, officer, controlling person,
        underwriter or other such Holder, partner or director, officer or
        controlling person of such other Holder may become subject under the
        Securities Act, the 1934 Act or other federal or state law, insofar as
        such losses, claims, damages or liabilities (or actions in respect
        thereto) arise out of or are based upon any Violation in each case to
        the extent (and only to the extent) that such Violation occurs in
        reliance upon and in conformity with written information furnished by
        such Holder expressly for use in connection with such registration; and
        each such Holder will reimburse any legal or other expenses reasonably
        incurred by DR or any such director, officer, controlling person,
        underwriter or other Holder, partner, officer, director or controlling
        person of such other Holder in connection with

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        the investigating or defending any such loss, claim, damage, liability
        or action; PROVIDED, HOWEVER, that the indemnity agreement contained
        in this subsection 4.f.(ii) shall not apply to amounts paid in
        settlement of any such loss, claim, damage, liability or action if
        such settlement is effected without the consent of the Holder, which
        consent shall not be unreasonably withheld; and PROVIDED FURTHER,
        that the total amounts payable in indemnity by a Holder under this
        Section 4.f.(ii) in respect of any Violation shall not exceed the
        net proceeds received by such Holder in the registered offering out
        of which such Violation arises.

        iii. NOTICE.  Promptly after receipt by an indemnified party
        under this Section 4.f. of notice of the commencement of any action
        (including any governmental action), such indemnified party will, if a
        claim in respect thereof is to be made against any indemnifying party
        under this Section 4.f., deliver to the indemnifying party a written
        notice of the commencement thereof and the indemnifying party shall
        have the right to participate in, and, to the extent the indemnifying
        party so desires, jointly with any other indemnifying party similarly
        noticed, to assume the defense thereof with counsel mutually
        satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified
        party shall have the right to retain its own counsel, with the fees and
        expenses to be paid by the indemnifying party, if representation of
        such indemnified party by the counsel retained by the indemnifying
        party would be inappropriate due to actual or potential conflict of
        interests between such indemnified party and any other party
        represented by such counsel in such proceeding.  The failure to deliver
        written notice to the indemnifying party within a reasonable time of
        the commencement of any such action, if prejudicial to its ability to
        defend such action, shall relieve such indemnifying party of any
        liability to the indemnified party under this Section 4.f., but the
        omission so to deliver written notice to the indemnifying party will
        not relieve it of any liability that it may have to any indemnified
        party otherwise than under this Section 4.f.

        iv. DEFECT ELIMINATED IN FINAL PROSPECTUS.  The foregoing
        indemnity agreements of DR and Holders are subject to the condition
        that, insofar as they relate to any Violation made in a preliminary
        prospectus but eliminated or remedied in the amended prospectus on file
        with the SEC at the time the registration statement in question becomes
        effective or the amended prospectus filed with the SEC pursuant to SEC
        Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall
        not inure to the benefit of any person if a copy of the Final
        Prospectus was furnished to the indemnified party and was not furnished
        to the person asserting the loss, liability, claim or damage at or
        prior to the time such action is required by the Securities Act.

        v. CONTRIBUTION.  In order to provide for just and equitable
        contribution to joint liability under the Securities Act in any case in
        which either (i) any

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        Holder exercising rights under this Agreement, or any controlling
        person of any such Holder, makes a claim for indemnification
        pursuant to this Section 4.f. but it is judicially determined
        (by the entry of a final judgment or decree by a court of
        competent jurisdiction and the expiration of time to appeal or the
        denial of the last right of appeal) that such indemnification may not
        be enforced in such case notwithstanding the fact that this Section
        4.f. provides for indemnification in such case, or (ii) contribution
        under the Securities Act may be required on the part of any such
        selling Holder or any such controlling person in circumstances for
        which indemnification is provided under this Section 4.f.; then, and in
        each such case, DR and such Holder will contribute to the aggregate
        losses, claims, damages or liabilities to which they may be subject
        (after contribution from others) in such proportion so that such Holder
        is responsible for the portion represented by the percentage that the
        public offering price of its Registrable Securities offered by and sold
        under the registration statement bears to the public offering price of
        all securities offered by and sold under such registration statement
        and DR and other selling Holders are responsible for the remaining
        portion; PROVIDED, HOWEVER, that, in any such case, (A) no such Holder
        will be required to contribute any amount in excess of the public
        offering price of all such Registrable Securities offered and sold by
        such Holder pursuant to such registration statement; and (B) no person
        or entity guilty of fraudulent misrepresentation (within the meaning of
        Section 11(f) of the Securities Act) will be entitled to contribution
        from any person or entity who was not guilty of such fraudulent
        misrepresentation.

        iv. SURVIVAL.  The obligations of DR and Holders under this Section 4.f.
        shall survive the completion of any offering of Registrable Securities
        in a registration statement and otherwise.

     g. "MARKET STAND-OFF" AGREEMENT.  Each Holder hereby agrees that it or
he shall not, to the extent requested by DR or an underwriter of securities
of DR, sell or otherwise transfer or dispose of any Registrable Securities or
other shares of stock of DR then owned by such Holder (other than to donees
who agree to be similarly bound) for up to one hundred eighty (180) days
following the effective date of a registration statement of DR filed under
the Securities Act; PROVIDED, HOWEVER, that:

        i.   such agreement shall be applicable only to the first such
        registration statement of DR which covers securities to be sold on its
        behalf to the public in an underwritten offering but not to Registrable
        Securities sold pursuant to such registration statement; and

        ii.  all executive officers and directors and employees of DR
        then holding Common Stock of DR enter into similar agreements.

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<PAGE>

In order to enforce the foregoing covenant, DR shall have the right to place
restrictive legends on the certificates representing the shares subject to this
Section and to impose stop transfer instructions with respect to the
Registrable Securities and such other shares of stock of each Holder and
Ronning (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

     h. RULE 144 REPORTING.  With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Securities to the public without registration,
after such time as a public market exists for the Common Stock of DR, DR agrees
to:

        i.   make and keep public information available, as those terms
        are understood and defined in Rule 144 under the Securities Act, at all
        times after the effective date of the first registration under the
        Securities Act filed by DR for an offering of its securities to the
        general public;

        ii.  use its best efforts to file with the Commission in a timely manner
        all reports and other documents required of DR under the Securities Act
        and the 1934 Act (at any time after it has become subject to such
        reporting requirements); and

        iii. so long as a Holder owns any Registrable Securities, to
        furnish to the Holder forthwith upon request a written statement by DR
        as to its compliance with the reporting requirements of said Rule 144
        (at any time after 90 days after the effective date of the first
        registration statement filed by DR for an offering of its securities to
        the general public), and of the Securities Act and the 1934 Act (at any
        time after it has become subject to the reporting requirements of the
        1934 Act), a copy of the most recent annual or quarterly report of DR,
        and such other reports and documents of DR as a Holder may reasonably
        request in availing itself of any rule or regulation of the Commission
        allowing a Holder to sell any such securities without registration (at
        any time after DR has become subject to the reporting requirements of
        the 1934 Act).

     DR shall have no further obligations pursuant to Section 4.h. when, in the
opinion of counsel to DR, all shares held by all Holders may be sold by such
Holders under Rule 144(k) under the Securities Act.

     i. TERMINATION OF DR'S OBLIGATIONS.  DR shall have no obligations
        pursuant to Sections 4.b. and 4.c. with respect to: (i) any request or
        requests for registration made by any Holder on a date more than five
        (5) years after the closing date of DR's initial public offering; or
        (ii) any Registrable Securities proposed to be sold by a Holder in a
        registration pursuant to Section 4.b. or 4.c. if, in the opinion of
        counsel to DR, all such Registrable Securities proposed to be sold by a
        Holder may be sold in a three-

                                    13
<PAGE>

        month period without registration under the Securities Act pursuant
        to Rule 144 under the Securities Act.

        j. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.  From and after the
date of this Agreement, DR shall not, without the prior written consent of the
Holders, enter into any agreement with any holder or prospective holder of any
securities of DR which would give such prospective shareholder registration
rights superior to those granted to the Holders hereunder or which would allow
such holder or prospective holder to include such securities in any
registration filed under Section 4.2 hereof, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that the inclusion of its securities will
not reduce the amount of the Registrable Securities of the Holders which is
included; provided, however, that DR may, without consent of the Holders, grant
senior registration rights to the managing underwriter of DR's initial public
offering in connection with the issuance of a warrant to such underwriter
provided that such registration rights are in compliance with the requirements
of the National Association of Securities Dealers.

5.  TECHNOLOGY LICENSING AGREEMENT.  The technology licensing agreement
    dated August 30, 1994 previously executed between DR and Fujitsu shall
    remain in full force and effect and all parties agree to be subject to
    the rights and obligations flowing from the technology license agreement
    as amended below ("TECHNOLOGY LICENSE AGREEMENT").  The Technology
    License Agreement is hereby amended as follows:

     a.  Fujitsu specifically acknowledges that the provisions of section 3.1
     have been fully satisfied and no obligations remain.

     b.  The following sentence is added to Section 1.2: "The term "DR
     Technology" is intended to include only the technology referred to by
     the parties as the "Dolphin" technology and described in the patent
     applications listed in Exhibit A.

     c.  Fujitsu and DR agree that the Technology is not employed in the
     current business conducted by DR relating to digital distribution of
     software via the Internet.

     d. Section 3.3(b) is deleted.

     e. Section 8 is deleted.

The parties agree that the Technology License Agreement shall survive any
termination or expiration of this Agreement.

6.  NON-COMPETITION AGREEMENT.  Promptly following the execution of this
    Agreement, DR and Joel Ronning will execute and deliver a
    non-competition agreement in the form approved by DR's Board.

                                  14
<PAGE>

7.  TERM AND TERMINATION. This Agreement will continue from its
    effective date until terminated as follows:

     a.  By a party, effective immediately, if Fujitsu or DR should
         become the subject of any voluntary or involuntary bankruptcy,
         receivership or other insolvency proceedings or make an assignment or
         other arrangement for the benefit of its creditors, or if Fujitsu or DR
         should be nationalized or have any of its material assets expropriated;
         or

     b.  The right of Fujitsu to have its Fujitsu Nominee elected to the
         Board of DR granted under Section 3 hereof shall terminate as provided
         in Section 3 or immediately upon the closing of an initial public
         offering of the Common Stock of DR.

     c.  The registration rights granted under Section 4 hereof shall
         terminate as provided in Section 4 or after a period of five (5) years
         following the closing of an initial public offering of the Common Stock
         of DR.

8.  GOVERNING LAW.  The validity, interpretation and performance of this
    Agreement shall be governed by the laws of the State of Minnesota,
    without regard to the choice of law principles thereunder.

9.  DISPUTE RESOLUTION.  Any controversy arising out of or relating to
    this Agreement, any modification or extensions hereof, or any order,
    sale or performance hereunder, including any claim for damages,
    rescission, or both, shall be settled by binding arbitration with one
    (1) arbitrator in Hennepin County, Minnesota, in accordance with the
    Commercial Rules then pertaining of the American Arbitration
    Association.  Judgment on the award may be entered in any Court of
    competent jurisdiction.  The parties consent that any process or notice
    of motion or other application to either of said courts, and any paper
    in connection with arbitration, may be served by certified mail, return
    receipt requested, by personal service or in such other manner as may be
    permissible under the rules of the applicable court or arbitration
    tribunal, provided a reasonable time for appearance is allowed.  The
    parties further agree that arbitration proceedings must be instituted
    within eighteen (18) months after the claimed breach occurred, and that
    the failure to institute arbitration proceedings within such period
    shall constitute an absolute bar to the institution of any proceedings
    and a waiver of all such claims.  The prevailing party in any
    arbitration or other legal proceedings shall be entitled, in addition to
    any other rights or remedies it may have, to reimbursement for its
    expenses incurred thereby and in any subsequent enforcement of a
    judgment including court and arbitration costs, reasonable attorneys'
    fees, and witness fees including those of expert witnesses.

                                      15

<PAGE>

10. SPECIFIC PERFORMANCE.  Each party's obligation under this Agreement
    is unique.  If any party should default in its obligations under this
    Agreement, the parties each acknowledge that it would be extremely
    impracticable to measure the resulting damages.  Accordingly, the
    nondefaulting party, in addition to any other available rights or
    remedies, may sue in equity for specific performance, and the parties
    each expressly waive the defense that a remedy in damages will be
    adequate.  In particular, the parties agree that Fujitsu shall be
    entitled to specific performance with respect to its rights under
    Section 3 (Election of Fujitsu Nominee to DR Board) and Section 4
    (Registration Rights).

11. ASSIGNMENT.

    a.  Fujitsu may freely assign its rights and obligations under this
    Agreement and all shares of DR Common Stock Fujitsu owns to wholly-owned
    affiliates of Fujitsu; provided, however, that such assignment and transfer
    shall only be permitted to the extent that applicable United States laws,
    including, without limitation, applicable state and federal securities laws,
    permit.

    b.  DR may freely assign its rights and obligations under this
    Agreement in connection with a merger or acquisition of DR or
    substantially all of its assets.  DR may otherwise assign its rights and
    obligations hereunder only with the prior written consent of Fujitsu and
    the Other Parties, but only to the extent that such Other Parties own or
    are transferees, beneficially or of record, of shares of Common Stock of
    DR currently owned by Joel Ronning.

    c.  Joel Ronning may transfer all shares of DR Common Stock he owns,
    along with any and all rights related thereto pursuant to this Agreement
    or otherwise, to MacUSA, Inc., Tech Squared Inc. or any of their
    wholly-owned subsidiaries; provided, however, that such assignment and
    transfer shall only be permitted: (i) to the extent that applicable
    United States laws, including, without limitation, applicable state and
    federal securities laws, permit and (ii) such transferee is bound in
    writing by Ronning's obligations as a shareholder for the election of
    the Fujitsu Nominee under Section 3 hereof.

    d.  Any assignment or transfer pursuant to this Section 8 shall only
    be valid if the assignor/transferor party provides the other parties to
    this Agreement with prior written notice of such assignment or transfer.

12. WAIVER.

    a.  The failure of any party to exercise promptly any right granted
    hereunder or to require strict performance of any obligation of such
    other parties hereunder

                                    16
<PAGE>

    shall not be deemed to be a waiver of such right or the right
    to demand subsequent performance of any and all such obligations
    by the non-performing party.

    b.  Notwithstanding the foregoing, the parties hereby expressly
    waive any failure by DR to obtain any consent required under the Prior
    Agreements or any other breach thereof.

13. SEVERABILITY.  All provisions of this Agreement shall be deemed
    severable.  The enforceability, illegality or invalidity of any
    provision herein or portion thereof shall not affect the enforceability,
    legality or validity of any other, further or additional provision
    hereof, all of which shall remain valid, binding and enforceable in
    accordance with their terms. Should any provision, term or condition of
    this Agreement be held unenforceable, illegal or invalid as being too
    broad with respect to duration, scope or subject matter, such provision,
    term or condition shall be deemed and construed to be reduced to the
    maximum duration, scope or subject matter allowable under applicable law.

14. NOTICE.  All notices under this Agreement shall be in writing and
    shall be given by Federal Express, DHL, other internationally recognized
    courier, or facsimile addressed to the respective parties at their
    addresses set forth on the signature page below, or to such other
    address of which a party may advise the others in writing.  Notices will
    be deemed given when sent.

15. ENTIRE AGREEMENT.  Except as explicitly referenced herein with
    respect to the Technology License Agreement and the Distribution
    Agreement between DR and Fujitsu Software Corporation, this Agreement
    embodies the whole agreement of the parties with respect to the subject
    matter hereof.  There are no promises, terms, conditions or obligations
    other than those contained herein.  No modification of this Agreement or
    any of its terms shall be effective unless in writing and executed by
    the duly authorized representatives of the parties.

16. COUNTERPARTS.  This Agreement may be executed in any number of
    counterparts each of which shall be deemed an original, but all of which
    shall constitute one and the same instrument.

                                   17
<PAGE>

  IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the day and year first above written.


  DIGITAL RIVER, INC.                 FUJITSU LIMITED
  (a Delaware corporation)

  By  /s/ Joel Ronning                By /s/
    ------------------------------       -----------------------------

 Its President                        Its   Associate General Mgr
    ------------------------------       -----------------------------
    5198 West 76th Street                -----------------------------
    Edina, MN 55434                      -----------------------------



DIGITAL RIVER, INC.                   MACUSA, INC.
(a Minnesota corporation)

  By  /s/ [ILLEGIBLE]                 By /s/ Joel Ronning
    ------------------------------       -----------------------------

 Its Secretary                        Its   President
    ------------------------------       -----------------------------
    5198 West 76th Street                5198 West 76th Street
    Edina, MN   55434                    Edina, MN 55434


JOEL RONNING

/s/ Joel Ronning
----------------------------
6300 Smithtown Road
Victoria, MN  55331























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