TECHNOLOGY PARK 
LEASE AGREEMENT

THIS LEASE AGREEMENT made and entered into this 18TH day of JANUARY,2000 between PROPERTY RESERVE, INC. (hereinafter referred to as "Landlord"), whose address for purposes hereof is 10 East South Temple Street, Suite 400, Salt Lake City, Utah 84133-1103 and DIGITAL RIVER, INC., A DELAWARE CORPORATION (hereinafter referred to as "Tenant"), whose address for purposes hereof is 9600-9700 West 76th Street, Eden Prairie, Minnesota 55344.

This LEASE AGREEMENT consists of the SPECIFIC LEASE PROVISIONS written here below, the GENERAL LEASE PROVISIONS attached hereto as Exhibit "A," and allot her EXHIBITS attached hereto. In the event there is a conflict between the SPECIFIC LEASE PROVISIONS and the GENERAL LEASE PROVISIONS, the SPECIFIC LEASE PROVISIONS shall prevail.

SPECIFIC LEASE PROVISIONS

1. LEASED PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to the terms and conditions of this Lease Agreement, those certain premises hereinafter described, and referred to as the "Leased Premises," consisting of approximately 22,253 rentable square feet (see Paragraph 14 (d)) in the building known as Technology Park I& II, located at 9600- 9700 West 76th Street, Eden Prairie, Minnesota 55344 (hereinafter referred to as the "Project"), together with the right in common with others to the use of any and all common entrance ways, lobbies, restrooms, elevators, drives, parking areas, stairs, and other similar access and service ways and common areas in or adjacent to and used in common with the building of which said Leased Premises are a part. The Leased Premises are described below and reflected on the plan attached hereto and made a part hereof as Exhibit "B":

2. TERM. Subject to and upon the terms and conditions set forth herein, this Lease Agreement shall continue in force for a term of forty-two (42) months and eighteen (18) days, beginning on the 14th day of January, 2000 ("Beginning Date") and ending on the 31st day of July, 2003 ("Expiration Date").

3. RENTAL PAYMENT.

a. Tenant shall pay to Landlord on the first day of each month during the term of this Lease Agreement in legal tender of the United States of America, without prior notice or demand and without any offset or deduction whatsoever, at the office of the Landlord, or at such place or to such property manager as Landlord may from time to time designate in writing, rental comprised of both Base Rental ("Base Rental") described below and Additional Rent ("Additional Rent") as hereinafter described. Tenant shall, however, be required to pay the first month's rent and security deposit upon execution of this Lease Agreement. Base Rental and Additional Rent are sometimes referred to hereafter as Rent ("Rent").

b. Tenant agrees that if any rental payment or other money due hereunder from Tenant to Landlord remains unpaid five (5) calendar days after said amount is due, a late charge shall be paid to Landlord by Tenant in the amount of the greater of five (5%) percent of such payment due or fifty ($50.00) dollars provided that in no event shall such charge be greater than that permitted by law. Tenant agrees that such amount is a reasonable estimate of Landlord's collection and administrative expenses.

c. Base Rental is: $/Month

January 14, 2000- January 31, 2000 $9,384.68

February 1, 2000- July 31, 2003 $16,162.50

4. OPERATING EXPENSES. Tenant shall also pay, as Additional Rent, Tenant's Proportionate Share of the following Operating Expenses of the Project, which are estimated in 1999 to be$3.21 per square foot per annum, or Five Thousand Nine Hundred Eighty-Four and 78/100 Dollars ($5,984.78) per month.

a. TENANT'S PROPORTIONATE SHARE: Tenant's Proportionate Share is 13.73%

b. TAX AND INSURANCE EXPENSES.

i. Tenant agrees to pay, as Additional Rent, Tenant's Pro Rata Share of the Project's Tax and Insurance Expenses. At or prior to the commencement of the Lease, and at any time during the Lease Term, Landlord may deliver to Tenant a written estimate of the Tax and Insurance Expenses, and the monthly Rent shall be increased by one-twelfth (1/12) of said estimated Additional Rent. In the case of a multi-building Project, if such Project's Tax and Insurance Expenses are not separately assessed against the Building but are assessed against the Project as a whole, Landlord shall reasonably determine the portion of such Project's Taxes and Insurance Expenses allocable to the Building in which the Leased Premises are located.

ii. Tax and Insurance Expenses shall mean: (A) all ad valorem, rental, sales, use, and other taxes (other than Landlord's income taxes), special assessments (which shall be paid by Landlord over the longest period permitted by the assessing authority and not include those special assessments attributable to the initial development or construction of the building or development) and other governmental charges, and all assessments due to deed restrictions and/or owner's associations which accrue against the Project during the term of this Lease; and (B) all insurance premiums paid by Landlord with respect to the Project including, without limitation, public liability, casualty, rental, and property damage insurance.

c. COMMON AREA MAINTENANCE.

i. Tenant agrees to pay, as Additional Rent, Tenant's Pro Rata Share of the Common Area Maintenance Expenses. At or prior to the commencement of the Lease, and at any time during the Lease Term, Landlord may deliver to Tenant a written estimate of the Common Area Maintenance, and the monthly Rent shall be increased by one-twelfth (1/12) of said estimated Additional Rent. In the case of a multi-building Project, if such Project's Common Area Maintenance is not separately assessed against the Building but are assessed against the Project as a whole, Landlord shall reasonably determine the portion of such Project's Common Area Maintenance allocable to the Building in which the Leased Premises are located.

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