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                               DIGITAL RIVER, INC.
                                LOCKUP AGREEMENT

                                  July 14, 1998

BT Alex. Brown Incorporated
BancAmerica Robertson Stephens
Bear, Stearns & Co. Inc.
c/o BT Alex. Brown Incorporated
135 East Baltimore Street
Baltimore, MD 21202

Ladies and Gentlemen:

     The undersigned understands that BT Alex. Brown Incorporated, BancAmerica
Robertson Stephens and Bear, Stearns & Co. Inc, as representatives (the
"Representatives") of the several underwriters (the "Underwriters"), propose to
enter into an Underwriting Agreement  (the "Underwriting Agreement") among
Digital River, Inc. (the "Company") and the Underwriters, providing for the
initial public offering (the "Initial Public Offering") by the Underwriters,
including the Representatives, of shares of common stock (the "Common Stock") of
the Company  pursuant to a registration statement to be filed with the
Securities and Exchange Commission (the "Commission").

     In consideration of the agreement by the Underwriters to offer and sell the
Company's Common Stock pursuant to the Underwriting Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned agrees that, without the prior written consent of
BT Alex. Brown Incorporated, the undersigned will not, directly or indirectly,
offer, sell, pledge, contract to sell, grant any option to purchase, grant a
security interest in, hypothecate or otherwise sell or dispose of any Common
Stock of the Company (including, without limitation, shares of Common Stock that
may be deemed to be beneficially owned by the undersigned in accordance with the
rules and regulations of the Commission and shares of Common Stock that may be
issued upon the exercise of a stock option or warrant) or any securities
convertible into, derivative of or exercisable or exchangeable for or any rights
to purchase or acquire Common Stock of the Company, owned directly by the
undersigned or with respect to which the undersigned has the power of
disposition, in any such case whether now owned or hereafter acquired (other
than Common Stock purchased in the open market and not otherwise in breach of
this Lockup Agreement) (collectively, the "Shares") during the period commencing
on the date of this Lockup Agreement and ending on the close of business on the
one hundred eightieth (180th) day after the date of the Prospectus (as such term
is defined in the Underwriting Agreement).

     Notwithstanding the foregoing, (i) if the undersigned is an individual, he
or she may transfer any or all of the Shares either during his or her lifetime
or upon death, by gift, will or intestacy, to his or her immediate family or to
a trust the beneficiaries of which are exclusively the undersigned and/or a
member or members of his or her immediate family; (ii) if the undersigned is a
corporation or a partnership, it may transfer any or all the Shares as a
distribution to partners or shareholders of the undersigned; PROVIDED, HOWEVER,
that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Shares subject to the provisions of this Lockup Agreement, and there
shall be no further transfer of such Shares except in accordance with this
Lockup Agreement; or (iii) if the undersigned has received stock options under
the Company's stock option plan, he or she may deliver Shares to the Company as
payment for the exercise of the options as prescribed under the stock option
plan.


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     In addition, the undersigned agrees that the Company will, with respect to
any Shares for which the undersigned is the record holder, cause the transfer
agent for the Company to note stop transfer instructions with respect to such
Shares on the transfer books and records of the Company.

     The undersigned understands that the Company and the Underwriters will
proceed toward the proposed Initial Public Offering in reliance upon this Lockup
Agreement.  If the effective date of the Registration Statement (as such term is
defined in the Underwriting Agreement) has not occurred on or before November
30, 1998, then this Lockup Agreement shall be null and void.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lockup Agreement.  All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.

                              Very truly yours,

                                /s/ Richard J. Apple
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                              Signature

                                Richard J. Apple
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                              Please Print Name

                                CEO, MacUSA
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                              Please Print Title, if applicable


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                              Additional Signature(s), if stock jointly held