AGREEMENT
THIS AGREEMENT is entered into this 10th day of December, 1998, by and
between MACUSA, INC., a Minnesota Corporation ("MacUSA"), and TECH SQUARED
INC., a Minnesota Corporation ("Tech Squared");
WITNESSETH:
WHEREAS, MacUSA is a wholly-owned subsidiary of Tech Squared; and
WHEREAS, MacUSA is a party to an Underwriting Agreement dated December
10, 1998 in which it will sell two hundred thousand (200,000) shares of
Digital River, Inc. common stock (the "Underwriting Agreement"); and
WHEREAS, MacUSA does not have a bank account and therefore desires that
Tech Squared receive and hold for the benefit of MacUSA the funds due to
MacUSA under the Underwriting Agreement and Tech Squared has agreed to do so;
NOW, THEREFORE, in consideration of the mutual promises and the mutual
agreements, covenants and provisions contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Tech Squared will receive and hold for the benefit of MacUSA funds due
to MacUSA under the Underwriting Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TECH SQUARED: MACUSA:
Tech Squared, Inc. MacUSA, Inc.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
------------------------- ------------------------
Its: Its:
