ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as

of August 24, 2000, by and between: DIGITAL RIVER, INC., a Delaware corporation

("Buyer"), and NETSALES, INC., a Delaware corporation (the "Seller"). Certain

capitalized terms used in this Agreement are defined in Exhibit A.



                                    RECITALS



     A. Seller desires to transfer and sell, and Buyer desires to acquire,

certain assets of Seller on the terms further set forth herein (referred to

herein as the "Acquisition").



     B. In connection with the transactions contemplated by this Agreement,

Buyer is entering into a noncompetition agreement with Seller and Seller's Chief

Executive Officer, Robert E. Fraser (the "Noncompetition Agreement"), in the

form attached hereto as Exhibit C.



     C. This Agreement and the transactions contemplated hereby have been

approved by the Board of Directors of Buyer and Seller.



                                    AGREEMENT



     The parties to this Agreement agree as follows:



SECTION 1.        DESCRIPTION OF TRANSACTION



     1.1 ASSETS TO BE TRANSFERRED. Subject to the terms and conditions of

this Agreement, on the Closing Date (as hereinafter defined) Seller does

hereby sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall

purchase and accept all of the following (collectively referred to herein as

the "Customer Assets"):



          (a) all contracts, contractual rights, purchase orders and sales

orders of Seller relating to Seller's software publisher and software channel

clients , subject to the Assumed Liabilities (collectively, the "Seller

Contracts"), including, without limitation, Seller Contracts listed on Exhibit B

hereto;



          (b) all records, files, invoices, customer lists, accounting records

and business records relating exclusively to Seller's software publisher and

software channel clients, but not including the cyberstore-related clients;



          (c) cash in the amount of $10,000; and



          (d) Seller's rights to the balance, as of the Closing, in each of

Seller's client escrow reserves referred to in Section 2.12 hereof.



     1.2 EXCLUDED ASSETS. Seller shall not sell, transfer, assign, convey or

deliver to Buyer, and Buyer will not purchase or accept any assets of Seller

other than the Customer Assets.







                                       1.

<PAGE>





     1.3 LIABILITIES TO BE ASSUMED. Subject to the terms and conditions of this

Agreement, on the Closing Date, Buyer does hereby assume and agree to perform

and discharge only those specific debts, liabilities and obligations of Seller

arising from and after the Closing Date under and pursuant to Seller Contracts

and will honor all returns within the terms of the Seller Contracts for software

sold prior to Closing (collectively, the "Assumed Liabilities"); PROVIDED

HOWEVER, that Buyer shall not assume any obligation to deliver products or

services with respect to which any payment has been made prior to the Closing

Date. Except to the extent specifically set forth in this Section 1.3, Buyer is

not assuming any other liabilities, obligations or contracts of Seller and all

such debts, liabilities, obligations and contracts shall be and remain the

responsibility of Seller.



     1.4 PURCHASE PRICE. As consideration for the sale of the Customer Assets to

Buyer:



          (a) at the Closing, Buyer shall issue and pay to Seller 900,000 shares

of common stock of Buyer (the "Initial Shares");

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