<PAGE>

                                    RELEASE

     THIS RELEASE ("Release") is being executed and delivered as of August 6, 
1998 BY TECH SQUARED, INC., a Minnesota Corporation and MACUSA, INC., a 
Minnesota Corporation, each a "Releasor" in favor of, and for the benefit of, 
JOEL A. RONNING, DIGITAL RIVER, INC., a Minnesota corporation and DIGITAL 
RIVER, INC., a Delaware corporation  (each a "Releasee" and collectively 
referred to herein as "Releasees").

                                    RECITALS

     WHEREAS, Joel A. Ronning developed certain technology related to 
encryption/decryption technology and electronic software distribution 
technology (the "Technology") while employed at MacUSA, Inc. and Tech 
Squared, Inc.;

     WHEREAS, Mr. Ronning utilized the Technology in a new business endeavor; 
and

     WHEREAS, the Board of Directors of Tech Squared, Inc. and MacUSA, Inc. 
believed that the business opportunity created as a result of development of 
such Technology was inconsistent with the companies' core business focus.

     NOW, THEREFORE, BE IT RESOLVED, for good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged by Releasors, 
Releasors hereby covenant and agree as follows:

     1.   RELEASE.

     Each Releasor, for themselves and for each of their associated Parties 
(as defined in Section 2), hereby generally, irrevocably, unconditionally and 
completely releases and forever discharges each of the Released Claims (as 
defined in Section 2).

     2.   DEFINITIONS.

          (a)  The term "Associated Parties," when used herein with respect 
to any Releasor shall mean and include:  (i) Releasor's predecessors, 
successors, executors, administrators, heirs and estate; (ii) Releasor's 
past, present and future assigns, agents and representatives; (iii) each 
entity that any Releasor has the power to bind (by Releasor's acts or 
signature) or over which any Releasor directly or indirectly exercises 
control; and (iv) each entity of which any Releasor owns, directly or 
indirectly, at least 50% of the outstanding equity, beneficial, proprietary, 
ownership or voting interests.

          (b)  The term "Releasees" shall mean and include:  (i) Joel Ronning;
(ii) Digital River, Inc., a Minnesota corporation; (iii) Digital River, Inc., a
Delaware corporation; (iv) each of the direct and indirect subsidiaries of
Digital River, Inc., a Minnesota corporation and Digital River, Inc., a Delaware
corporation; and (v) the successors and past, present and future assigns,
directors, officers, employees, agents, attorneys and representatives of the
respective entities identified or otherwise referred to in clauses "(i)" through
"(iv)" of this sentence, other than any Releasor.

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          (c)  The term "Claims" shall mean and include all past, present and
future disputes, claims, controversies, demands, rights, obligations,
liabilities, actions and causes of action of every kind and nature related to or
in connection with the Technology, including:  (i) any unknown, unsuspected or
undisclosed claim; (ii) any claim or right that may be asserted or exercised by
any Releasor; (iii) any claim, right or cause of action based upon any breach of
any express, implied, oral or written contract or agreement; (iv) any tort
claim; and (v) any indemnification claim, for any Claim existing or arising at
any time on or prior to the date of this Release.

          (d)  The term "Released Claims" shall mean and include each and every
Claim that (i) any Releasor or any Associated Party of Releasors may have had in
the past, may now have or may have in the future against any of the Releasees,
and (ii) has arisen or arises out of, or relates to, any circumstance,
agreement, activity, action, omission, event or matter occurring or existing on
or prior to the date of this Release.

     3.   REPRESENTATIONS AND WARRANTIES.  Each Releasor represents and 
warrants that:

          (a)  such Releasor has not assigned, transferred, conveyed or
otherwise disposed of any Claim against the Releasee, or any direct or indirect
interest in any such Claim, in whole or in part;

          (b)  to the best of such Releasor's knowledge, no other person or
entity has any interest in any of the Released Claims;

          (c)  such Releasor is not aware of any claim or potential claim by any
person or entity against Releasor;

          (d)  to the best of such Releasor's knowledge, no Associated Party of
Releasor has or had any Claim against any of the Releasees;

          (e)  to the best of such Releasor's knowledge, no Associated Party of
Releasor will in the future have any Claim against any Releasee that arises from
or relates to any circumstance, agreement, activity, action, omission, event or
matter occurring or existing on or prior to the date of this Release;

          (f)  this Release has been duly and validly executed and delivered by
Releasors;

          (g)  this Release is a valid and binding obligation of Releasor and
Releasor's Associated Parties, and is enforceable against Releasor and its
Associated Parties in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or
other similar laws affecting creditors' rights, and subject to general equity
principles and to limitations on availability of equitable relief, including
specific performance;

          (h)  there is no action, suit, proceeding, dispute, litigation, claim,
complaint or investigation by or before any court, tribunal, governmental body,
governmental agency or arbitrator pending or, to the best of the knowledge of
Releasor, threatened against Releasor or 

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Releasor's Associated Parties that challenges or would challenge the 
execution and delivery of this Release or the taking of any of the actions 
required to be taken by Releasor under this Release; and

          (i)  neither the execution and delivery of this Release nor the
performance hereof will:  (i) result in any violation or breach of any agreement
or other instrument to which Releasor or any of Releasor's Associated Parties
are a party or by which Releasor or any of Releasor's Associated Parties is
bound; or (ii) result in a violation or any law, rule, regulation, treaty,
ruling, directive, order, arbitration award, judgment or decree to which
Releasor or any of Releasor's Associated Parties are subject.

     4.   INDEMNIFICATION.  Without in any way limiting any of the rights or 
remedies otherwise available to any Releasee, Releasor shall hold harmless 
and indemnify each Releasee from and against, and shall compensate and 
reimburse each Releasee for, any loss, damage, injury, decline in value, lost 
opportunity, liability, exposure, claim, demand, settlement, judgment, award, 
fine, penalty, tax, fee (including reasonable attorneys' fees) charge, cost 
(including costs of investigation) or expense of any nature which are 
suffered or incurred at any time by any Releasee, or to which any Releasee 
otherwise becomes subject at any time, and that arises out of or by virtue 
of, or relates to:  (a) any failure on the part of Releasor to observe, 
perform or abide by, or any other breach of, any restriction, covenant, 
obligation, representation, warranty or other provision contained herein; (b) 
the assertion or purported assertion of any of the Released Claims by 
Releasor or any of Releasor's Associated Parties; or (c) any inaccuracy in or 
breach of any representation or warranty set forth in this Release.

     5.   NOTICES.  Any notice or other communication required or permitted 
to be delivered to each Releasor under this Release shall be in writing and 
shall be deemed properly delivered, given and received when delivered (by 
hand, by registered mail, by courier or express delivery service or by 
facsimile) to the address or facsimile telephone number set forth beneath the 
name of such party below (or to such other address or facsimile telephone 
number as such party shall have specified in a written notice given to the 
other party hereto):

           IF TO TECH SQUARED, INC.:     Tech Squared, Inc.
                                         Attention:
                                         Facsimile:

           IF TO MACUSA, INC.:           MacUSA, Inc.
                                         Attention:
                                         Facsimile:

     6.   SEVERABILITY.  If any provision of this Release or any part of any
such provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (a) such provision or part thereof shall, with respect to
such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or 

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enforceability of the remainder of such provision or the validity or 
enforceability of any other provision of this Release.  Each provision of 
this Release is separable from every other provision of this Release, and 
each part of each provision of this Release is separable from every other 
part of such provision.

     7.   GOVERNING LAW.  This Release shall be construed in accordance with,
and governed in all respects by, the laws of the State of Minnesota (without
giving effect to principles of conflicts of laws).

     8.   WAIVER.  No failure on the part of any Releasee to exercise any power,
right, privilege or remedy under this Release, and no delay on the part of any
Releasee in exercising any power, right, privilege or remedy under this Release,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy.  No Releasee shall be deemed to have waived any claim
arising out of this Release, or any power, right, privilege or remedy under this
Release, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

     9.   FURTHER ASSURANCES.  Releasors shall execute and/or cause to be
delivered to the Releasee such instruments and other documents and shall take
such other actions as Releasee may reasonably request to effectuate the intent
and purposes of this Release.

     10.  ENTIRE AGREEMENT.  This Release sets forth the entire understanding of
the parties relating to the subject matter hereof and supersedes all prior
agreements and understandings between the parties relating to the subject matter
hereof.

     11.  ATTORNEYS' FEES AND EXPENSES.  If any legal action or other legal
proceeding relating to the enforcement of any provision of this Release is
brought against Releasors, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled).

          Releasor has executed this Release as of the date first above written.





                                        /s/  Richard J. Apple, CEO
                                        --------------------------
                                        MACUSA, INC.



                                        /s/ Richard J. Apple, CEO
                                        --------------------------
                                        TECH SQUARED, INC.