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                               DIGITAL RIVER, INC.
                                LOCKUP AGREEMENT

                                   June 5, 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/ Joel A. Ronning
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                              Signature

                                Joel A. Ronning for Tech Squared
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                              Please Print Name

                                Chairman
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                              Please Print Title, if applicable


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                              Additional Signature(s), if stock jointly held