Distributor Agreement - Corel Corp. and Digital River Inc.


                               DISTRIBUTOR AGREEMENT

This Agreement made as of this 23rd day of April, 1997, by and between Corel 
Corporation (USA) ("COREL") having its principal place of business at 567 
East Timpanogos Parkway, Orem, Utah, 84057 (Tel: 801-765-4010; Fax: 
801-222-4379) and Digital River, Inc.  ("Distributor"), having its principal 
place of business at 5198 West 76th Street, Edina, Minnesota (Tel:     
612-832-5622; Fax: 612-830-1154).

BACKGROUND:

1.     COREL desires to secure distribution of certain of its software; and
2.     Distributor desires to obtain certain software from COREL for
       distribution.

NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein the parties agree as follows:


1.     INTERPRETATION

1.01   DEFINITIONS.  As used herein:

       (a)     "Agreement" means this Agreement and any Schedule attached
               hereto.
       (b)     "Customer", means any individual or entity who purchases Software
               from Distributor, including an End User.
       (c)     "Distributor System" or "Electronic Commerce System" means the
               system used by Distributor for the receipt and delivery of 
               on-line orders for the Software and processing of credit card
               information for all Software orders by Customers.
       (d)     "Electronic Software Distribution" means the electronic delivery
               of Products, using on line services, the Internet, phone lines,
               cable systems, servers, satellite, or other public or private
               access network or electronic communication mediums.
       (e)     "Electronic Distributor Materials" means Distributor-provided
               computer readable materials which have received prior written
               approval from COREL to be included in a Product.
       (f)     "End User License Agreement (EULA)" means COREL's end user
               license, as modified by COREL from time to time.
       (g)     "Hard Goods" means any tangible item other than Schedule "B"
               Software which is offered for sale or distribution by COREL and
               Distributor pursuant to this Agreement.
       (h)     "Product" means a copy of the Schedule "A" Software,
               Documentation, End User License Agreement, and any Electronic
               Distributor Materials packaged in computer readable form for
               Electronic Software Distribution in accordance with the terms of
               this Agreement.
       (i)     "Software" means collectively, the object code version of the
               COREL software Products listed in Schedule "B" ("Schedule "B"
               Software") and the object code version in any form or format of
               any of the COREL software Products listed in




               Schedule "A" ("Schedule "A" Software").  In those instances where
               the term "Software" is used, such reference shall include both
               schedule "A" and Schedule "B" software.  In those instances where
               only Schedule "A" or Schedule "B" Software is indicated, such
               reference shall refer only to that software so specified.
       (j)     "Software Prices" means the amount payable by Distributor
               pursuant to section 7 of this agreement and according to the
               pricing schedule set out in Schedule "A" and Schedule "B" for
               each copy of the Software which is distributed by Distributor.
       (k)     "Territory" means world-wide subject to section 5.04 herein.


2.     APPOINTMENT

2.01   LICENSE AND APPOINTMENT.  Subject to the terms and conditions hereof,
       COREL hereby grants to Distributor and Distributor accepts from COREL:

       2.01.1  REPRODUCTION - a non-exclusive license to reproduce Schedule "A" 
       Software only in computer readable form for the purposes of distribution
       only through Electronic Software Distribution as part of a Product;
       
       2.01.2  DISTRIBUTION - the exclusive right to distribute and resell the
       Schedule "A" Software, Schedule "B" Software, and Hard Goods to Customers
       within the Territory for sales originating from or through COREL's web 
       site. Distributor agrees not to distribute the Schedule "A" Software 
       other than in computer readable form as part of a Product.

2.02   INTELLECTUAL PROPERTY.  Distributor acknowledges that COREL is the owner
       of all intellectual property, including, without limitation, copyright,
       relating to the Software and the trade-marks used in association with
       the Software.  Distributor shall have no rights in respect of such
       copyright other than to act as a distributor of the Software to deliver
       the Software subject to the End User Licenses.

2.03   END USER LICENSE AGREEMENT.  Distributor shall ensure that each copy of
       the Software is distributed with a copy of the End User License 
       Agreement.


3.     TRADEMARKS

3.01   COREL MARKS.  During the term of this Agreement, COREL grants
       Distributor a non-exclusive license to use the COREL Marks for the 
       distribution and marketing of the Software.

3.02   NON-ALTERATION.  Distributor agrees not to alter the trademarks, trade
       names, copyright notices and designs of any Software.  Distributor 
       acknowledges and agrees that COREL retains all of is right, title and 
       interest in the COREL Marks, and all use of the COREL Marks by 
       Distributor shall inure to the benefit of COREL.




                                            *CONFIDENTIAL TREATMENT REQUESTED


3.03   MARK POLICIES AND STANDARDS.  Distributor shall display the COREL Marks
       in accordance with COREL's Guidelines for Using Trademarks in effect 
       from time to time.  COREL retains the right to specify and approve the 
       quality and standards of all materials on which the COREL Marks are 
       displayed and to inspect from time to time samples of such materials. 
       Failure of Distributor to adhere to such standards of quality shall be 
       grounds for COREL to terminate Distributor's rights to use such COREL 
       Marks and to terminate this Agreement.  In order to enable COREL to 
       protect its rights in the COREL Marks, Distributor will advise COREL 
       of every country in which it markets or distributes the Software. 

3.04   VALIDITY AND ENFORCEABILITY OF MARKS.  Distributor shall not at any time
       during or after this Agreement assert any claim or interest in or to 
       any of the COREL Marks or institute any proceeding reasonably 
       calculated to adversely affect the validity or enforceability of any 
       of the COREL Marks.  Distributor shall not register, seek to register, 
       or cause to be registered any of COREL's trademarks, logos, or 
       copyrights, including the COREL Marks, without COREL's prior written 
       consent.  Distributor shall not adopt or use such trademark, trade 
       names, logos or insignia, or any confusingly similar work or symbol, 
       as part of Distributor's company or partnership name.

3.05   INFRINGEMENT AND FURTHER ASSURANCE.  Distributor agrees to report all
       infringement or improper or unauthorized use of COREL's trademarks, trade
       names, logos or insignia, including the COREL Marks which come to the 
       attention of Distributor.  Distributor further agrees to execute all 
       documents and further assurances reasonably required by COREL to 
       register or protect COREL's rights.


4.     TERM OF AGREEMENT

4.01   EFFECTIVE DATE.  This Agreement shall be effective as of the date first
       written above.

4.02   INITIAL TERM.  The initial term of this Agreement shall commence upon
       the date first written above and shall continue, subject to section 13, 
       for a period of twelve (12) months from such date.

4.03   RENEWAL.  Subject to section 13, this Agreement shall be renewed for
       subsequent periods of [    *    ] at the end of the prior [    *    ] 
       term unless either party notifies the other at least [    *    ] prior 
       to the expiration of the term that it does not wish to renew the 
       Agreement for a further [    *    ] term.


5.     RESPONSIBILITIES OF DISTRIBUTOR

5.01   ACCEPTANCE OF EULA.  Distributor shall display to Customer the
       applicable End User License Agreement ("EULA") as provided by COREL for 
       the Schedule "A" Software




       prior to download of the Schedule "A" Software by Customer.  Distributor
       shall require all Customers to either accept or reject the terms and
       conditions of the EULA via a point and click mechanism or other
       mechanism acceptable to COREL prior to download and in the event
       Customer rejects the EULA, Customer shall not be permitted to download
       or purchase the Schedule "A" Software.  Distributor agrees that the
       mechanism used by Distributor to require Customers to accept or reject
       the EULA shall be in a form which will record and store all Customer's
       acceptance of the EULA for future reference.

5.02   RESTRICTIONS.  Distributor shall distribute the Schedule "A" Software
       only in the form provided by COREL as part of a Product, and shall 
       distribute the Schedule "B" Software only in the form provided by 
       COREL, and shall not alter the Software, Software packaging thereof or 
       End User License or any part thereof except as provided in section 
       5.03.  Distributor shall not rent the Software or Products or 
       knowingly distribute or resell to anyone who rents same or infringes 
       COREL's rights.  Should Distributor become aware of or receive notice 
       from COREL, Distributor shall immediately discontinue all distribution 
       of Software to Customers who rent same or infringe COREL's rights.  
       Distributor shall impose this same restriction on all Customers, other 
       than end users, who purchase Software from Distributor.

5.03   DISTRIBUTOR MATERIALS.  Distributor shall be entitled to add Electronic
       Distributor Materials in the electronic package which shall include 
       only the Schedule "A" Software, Documentation and End User License 
       Agreement, provided that the additions in no way alter the features or 
       functionality of the Schedule "A" Software except as permitted and 
       authorized in writing by COREL, nor create any obligations, warranties 
       or representations on behalf of COREL.  In no event shall Distributor 
       be permitted to modify the End User License Agreement.  Distributor 
       may append code, data files, serialization, or ancillary software 
       programs to the Schedule "A" Software, or encapsulate the Schedule "A" 
       Software in an electronic envelope, for the purpose of performing 
       Electronic Software Distribution, maintaining or preserving Customer 
       information, or authenticating the purchase and distribution of 
       Schedule "A" Software.  To the extent the distribution and purchase of 
       Schedule "A" Software is authorized by COREL, Distributor may modify 
       the functionality of the Schedule "A" Software to allow limited-time 
       or limited-functionality trial use or similar "try-before-buy" uses of 
       the Schedule "A" Software.

5.04   COMPLIANCE WITH LAWS.  Distributor shall comply with all laws, rules,
       regulations and industry standards existing with respect to the 
       Software and the performance by Distributor of its obligations 
       hereunder in the jurisdictions where Distributor carries on activities 
       under this Agreement and where Software is resold or distributed from 
       time to time. Distributor shall not export the Software unless such 
       export complies with any applicable export laws and regulations as 
       they apply to the Software.

5.05   REPORTS.  Distributor shall provide COREL with monthly reports detailing 
       information on its distribution of all Software and inventory costs of
       Schedule "B" Software.  Upon COREL's request for credit purposes,
       Distributor shall provide a copy of the current financial statement
       within (7) days.




                                            *CONFIDENTIAL TREATMENT REQUESTED

5.06   UPGRADES.  In the distribution by Distributor of any Software upgrades,
       Distributor shall comply with all requirements on the resale of such 
       upgrades which COREL generally imposes on other distributors of 
       upgrades.  Distributor shall impose this same restriction on all 
       Customers other than End Users, who purchase upgrades from Distributor.

5.07   CUSTOMER SUPPORT.  Distributor shall support connections by Customers 
       using Internet browsers with Windows(R) 3.1; Windows(R) 95; Windows(R) 
       NT, Macintosh(R), UNIX, and OS/2 operating systems, or other operating 
       systems as agreed to by COREL and Distributor.  Distributor shall 
       provide all Electronic Software Distribution and download support for 
       the Schedule "A" Software to Customers.  In addition, Distributor 
       shall provide all support necessary for online commercial transactions 
       engaged in by Customers accessing Distributor's Web Site or utilizing 
       the Distributor System.

5.08   DISTRIBUTOR WEB SITE.  Distributor shall maintain Distributor Web Site
       sufficient to provide Customers access to Distributor's Web Site 24 
       hours per day, 7 days per week to enable Electronic Software 
       Distribution of Schedule "A" Software to Customers or the purchase of 
       Schedule "B" Software by Customers.  Distributor shall provide all 
       hardware programming logistics for Distributor System and Distributor 
       Web Site including, but not limited to, integrated shopping basket, 
       credit card processing, Hard Goods fulfillment and COREL Club 
       Memberships.

5.09   PRESS RELEASES.  Distributor agrees that all information released to the
       media or the general public, including press releases and communications
       with  COREL Club members or Customers, shall require prior written 
       approval  by COREL.

5.10   DEDICATED DATABASE.  Distributor shall develop and maintain a COREL 
       dedicated Oracle 7 database, or other form of database as required by 
       COREL from time to time, which shall contain all Customer information 
       collected by Distributor ("Dedicated Database").  Distributor shall 
       not maintain any third party information on the Dedicated Database.  
       COREL shall be entitled to immediate onsite access to the Dedicated 
       Database with twenty-four (24) hour notice to review the contents 
       thereof, including all current reports and data.  Distributor agrees 
       that: (i) all information collected by Distributor on the Dedicated 
       Database is the Proprietary Information of COREL and shall be governed 
       by Section 8 herein; (ii) upon termination or expiration of this 
       Agreement, Distributor shall immediately provide all information 
       contained on the Dedicated Database, and any other Customer 
       information under the possession or control of Distributor, to COREL; 
       (iii) Distributor is [    *    ] information; and (iv) COREL is in no way
       restricted in the use of the Dedicated Database or Customer 
       information.  Upon termination or expiration of this Agreement, 
       Distributor may retain a copy of the Customer information contained in 
       the Dedicated database for verification purposes regarding this 
       Agreement, and the limitations contained in Sections 5.10 and 8 
       regarding the disclosure and use of Customer information do not apply 
       to data obtained or identified by Distributor which can be 
       demonstrated as arising from or within a third party or independent 
       source.




                                           *CONFIDENTIAL TREATMENT REQUESTED

5.11   REPORTS.  Distributor shall provide to COREL a quarterly database report
       and on-going Distributor System reports as more fully described in 
       Schedule "D" hereto.

5.12   LOCALIZATION.  In the event COREL determines that Distributor's Web Site
       should be localized, all localization shall be done by COREL, and all 
       ownership of the localized works and intellectual property rights in 
       the localized works, including without limitation copyright relating 
       to the localized works and trademarks used in association with the 
       localized works, but excluding any intellectual property rights in or 
       related to Distributor's electronic commerce or software distribution 
       system, shall remain the property of COREL.

5.13   ACCOUNT MANAGER.  Distributor agrees to assign a dedicated COREL account
       manager as the point of contact for COREL.

5.14   COREL EMPLOYEES.  Distributor agrees that any COREL employee shall be
       permitted to download COREL photoimages from Distributor Web Site 
       without charge. Distributor shall not be responsible for the 
       unauthorized downloading, distribution, or use of such photoimages 
       performed or facilitated by any COREL employee.

5.15   DISTRIBUTOR SYSTEM.  Distributor shall utilize its best efforts to
       establish a fully functional Distributor System by [    *    ].  
       Distributor shall be responsible for processing all Customer orders 
       and credit card transactions.  Distributor shall use best efforts to 
       make the Distributor System processing service available 24 hours per 
       day, 7 days per week.  Distributor shall provide processing for VISA, 
       Mastercard, American Express and Discover credit cards or other credit 
       cards as are reasonably requested by COREL.  COREL will similarly take 
       such steps are necessary to establish a connection with Distributor 
       and use commercially reasonable efforts to keep that connection 
       operating.

5.16   CREDIT CARD PROCESSING.  Distributor shall submit and process all credit
       card transactions as quickly as is reasonably practical for Distributor's
       electronic commerce system in light of Customer instructions and
       required third-party connections, from the time of receipt by
       Distributor, which in most circumstances shall not exceed [    *    ] in
       addition to any Internet or third-party processor associated delays.

5.17   DISTRIBUTOR SYSTEM MAINTENANCE.  Distributor shall provide twenty four
       (24) hours notice to COREL of any planned interruption of Distributor 
       System or Distributor Web Site for maintenance or any other purpose.  
       In the event Distributor fails to provide such notice, Distributor 
       shall pay those Downtime Charges as set forth in Schedule "D" hereto.

5.18   DISTRIBUTOR WEB SITE FAILURE.  In the event Distributor System or
       Distributor's Web Site ceases to be available to Customers by reason 
       of some failure of equipment or services (whether or not caused by 
       Distributor or constituting Force majeure as described in section 
       16.06), Distributor will use its best efforts to restore the 
       Distributor System and/or Distributor Web Site to normal operating 
       condition as soon as is reasonably practical and,




                                            *CONFIDENTIAL TREATMENT REQUESTED


       in addition, shall immediately advise COREL of any such failure and
       provide a Failure Report as more fully described in Schedule "D" hereto.

5.19   SSL NOTICE.  Distributor shall provide a notice to Customers prior to
       any input of Customer information that those Customers without browsers 
       containing Secure Socket Layer technology are advised to phone in all 
       Software orders to promote the security of their Customer information. 
       Distributor will provide COREL with such notice for their approval.

6.     RESPONSIBILITIES OF COREL

6.01   PROMOTIONAL MATERIALS.  COREL shall furnish Distributor, at no charge,
       with sales aids, product briefs, brochures and similar literature and 
       materials with respect to the Software which COREL generally makes 
       available to distributors without charge.

6.02   SUPPORT FOR CUSTOMERS.  COREL shall be responsible for providing
       maintenance and technical support for the Software to Customers in 
       accordance with COREL's standard procedures as they may be changed by 
       COREL from time to time.  Such maintenance and technical support shall 
       in no way apply to Electronic Software Distribution and download 
       support for the Schedule "A" Software or Customer use of the 
       Distributor System.

6.03   PREPARATION OF SOFTWARE FOR DISTRIBUTION.  COREL agrees to provide
       assistance as is commercially reasonable to Distributor to assist 
       Distributor to prepare Schedule "A" Software for Electronic Software 
       Distribution, including the provision of an End User License, or other 
       electronic documentation as provided by COREL, in COREL's sole 
       discretion.


7.     PAYMENTS

7.01   AMOUNTS PAYABLE.  Distributor shall pay COREL as follows:

       7.01.1  Distributor shall pay COREL an amount equal to Schedule "A"
       Software Price multiplied by the number of copies of the Schedule "A"
       Software distributed by Distributor to Customers in each [    *    ]
       period, such amounts to be paid within [    *    ] of the close of that
       [    *    ] period.
       
       7.01.2  For the first [    *    ] period, Distributor will pay COREL the
       Software Price for each copy of the Schedule "B" Software or Hard Goods
       which are sold by Distributor to Customers.  Schedule "B" Software and
       Hard Good Prices will be payable by Distributor within [    *    ] of
       sale by Distributor to Customer of the items to which they relate, such
       amounts to be paid within [    *    ] of the close of that [    *    ]
       period.  Distributor shall not be bound by any retail pricing suggested
       by COREL except to the extent required for compliance with relevant
       advertising and consumer protection



                                            *CONFIDENTIAL TREATMENT REQUESTED


       laws.

7.02   NOTICE OF CHANGES.  During the term of this Agreement, COREL shall have
       the right to change the Software Prices for any of the Software.  In the 
       event that COREL raises the Software Prices for Schedule "B" Software, 
       all orders for Schedule "B" Software placed prior to the effective 
       date of the increase shall be invoiced to Distributor at the lower 
       amount.  In the event that COREL lowers the Software Prices for 
       Schedule "B" Software, COREL shall grant to Distributor a credit 
       against future orders equal to the difference between the Schedule "B" 
       Software Prices paid by Distributer for Schedule "B" Software and the 
       reduced Software Prices for each unit of Schedule "B" Software 
       purchased by Distributor within thirty (30) days prior to the date the 
       reduced price is first offered and remaining in the inventory of 
       Distributor on the date the reduced price is first offered.

7.03   SHIPMENT.  COREL will ship the Schedule "B" Software and Hard Goods to
       Distributor freight [    *    ] pursuant to purchase orders placed by 
       Distributor with COREL.  All shipments will be shipped [    *    ].  
       In the event Distributor's warehouse location changes, Distributor 
       will provide COREL with written notice.

7.04   TAXES.  Distributor shall be responsible for collecting and paying, in
       addition to all amounts specified in this Agreement, all foreign, 
       federal, state, county, or local taxes arising from Distributor's 
       business operation or Distributor's transactions with Customers, to 
       the extent such taxes are based upon the purchase or distribution of 
       the Software or Hard Goods by or to Customers.  In the event any 
       payments required to be made by Distributor under this Agreement are 
       subject to applicable withholding tax that Distributor is required to 
       deduct from such payments, Distributor shall promptly deliver to COREL 
       receipts issued by appropriate government authorities for all such 
       taxes withheld or paid by Distributor and Distributor shall fully and 
       promptly cooperate with COREL to provide such information and records 
       as COREL may require in connection with any application by COREL to 
       obtain available tax credits.

7.05   LATE PAYMENT.  If Distributor is more than thirty (30) days in arrears
       under this Agreement, COREL will give written notice to Distributor 
       that Distributor is responsible for payment of all outstanding amounts 
       and finance charges.  If the outstanding amounts are not paid within 
       ten (10) days of such notice, COREL has the right to terminate this 
       Agreement.  Late payments will be assessed a one percent (1%) finance 
       charge per month (twelve percent (12%) per annum) or the highest 
       finance charge permitted by applicable law, whichever is less.  
       Distributor shall pay all costs including reasonable attorney's fees, 
       incurred by COREL in collecting overdue amounts.  In addition, if 
       Distributor is in arrears to any extent under this Agreement, COREL 
       may hold further shipments until all arrears have been paid.

7.06   U.S. CURRENCY.  All payments to COREL pursuant to this Agreement shall
       be made in the lawful currency of the United States of America and all 
       amounts referred to in this Agreement are in the lawful currency of 
       the United States of America.



                                            *CONFIDENTIAL TREATMENT REQUESTED


7.07   STOCK BALANCING.  Distributor may order and return Schedule "B" Software
       for the first [    *    ] month period from the date of this Agreement 
       ([    *    ]Period), Distributor may, from time to time and at 
       [    *    ] expense, return the Software described in Schedule "B" or 
       Hard Goods as [    *    ] Merchandise to COREL.  Distributor must obtain
       RMA (Return Material Authorization) prior to return of any [    *    ] 
       Software to COREL.  Distributor and COREL agree that they shall review 
       this section 7.07.1 at least thirty (30) days prior to the end of the 
       [    *    ] Period to determine whether or not any extension of the 
       [    *    ] Period shall be granted to Distributor by COREL. Any such 
       extension shall only be effective if in writing and signed by an 
       authorized signing officer of COREL.

7.08   AUDITS.  Distributor agrees to maintain complete and accurate records
       relating to its promotion, marketing, use and distribution of the 
       Software.  COREL shall have the right no more often than once every 
       six (6) month period, and upon five (5) business days notice to 
       appoint a nationally recognized auditing firm to examine Distributor's 
       books and records in order to verify Distributor's compliance with the 
       promotional marketing use, distribution and payment terms of this 
       Agreement.  Any such audit shall be at the expense of COREL unless the 
       audit reveals a non-compliance by Distributor with the terms of this 
       Agreement in which case the audit shall be at the expense of 
       Distributor, in addition to paying any deficit to COREL.

7.09   SOFTWARE AND SOFTWARE PRICE.  During the term of this Agreement, COREL
       shall have the right to change the Software Prices for any of the 
       Software.  COREL shall be entitled to: (i)   increase the Software 
       Prices or discontinue any Software at any time upon thirty (30) days 
       prior written notice to Distributor; and (ii) decrease the Software 
       Prices at any time upon notice to Distributor.  In all such cases 
       COREL shall provide Distributor with a revised Schedule "A" and 
       Schedule "B".  New software shall be added to Schedule "A" or "B" by 
       mutual written agreement of the parties.  In the event COREL 
       discontinues any Schedule "A" Software, Distributor shall immediately 
       remove all discontinued Schedule "A" Software from Distributor's Web 
       Site and Distributor's server and erase or destroy any Schedule "A" 
       Software contained on Distributor computers and/or computer diskettes 
       in its possession or under its control.


8.     CONFIDENTIALITY

8.01   PROPRIETARY INFORMATION.  "Proprietary Information" means, in the case
       of information disclosed by COREL to Distributor: (i) the terms and 
       conditions of this Agreement; (ii) any information provided to 
       Distributor by COREL to enable Distributor to perform the Electronic 
       Software Distribution; (iii) the names, telephone numbers, addresses, 
       and credit card information of any Customer or any information 
       relating to Customers obtained by Distributor relating to a 
       transaction (herein "Customer information"); (iv) all other Dedicated 
       Database and Customer information as more fully described in section 
       5.10 herein; and (v) any information with respect to COREL which it 
       has received or may in the future receive in connection with this 
       Agreement which is not otherwise




       available to the general public without restriction.  "Proprietary
       Information" means, in the case of information disclosed by Distributor
       to COREL: (i) the terms and conditions of this Agreement, (ii) any
       information relating to Distributor's electronic commerce system, file
       encryption, encapsulation, or code appending procedures, or data
       analysis and forecasting methods, and (iii) any information with respect
       to Distributor which it has received or may in the future receive in
       connection with this Agreement which is not otherwise available to the
       general public without restriction.  In the case of information received
       by either COREL or Distributor, Proprietary Information does not include
       information that: (i) prior to or after the time of disclosure becomes
       generally available or readily ascertainable in substantially the same
       and useable form through appropriate means without undue research,
       refinement, derivation, or experimentation; (ii) is disclosed to the
       receiving party by a third party under no legal obligation to maintain
       the confidentiality of such information; (iii) is in the possession of
       the receiving party at the time of disclosure without any obligation of
       confidentiality, or (iv) is otherwise excluded by this Agreement. 
       Proprietary Information shall be treated confidentially by the receiving
       party and its employees and contractors, and except as authorized in
       this Agreement shall not be used or disclosed by the receiving party
       without the disclosing party's prior written consent.
       

8.02   TREATMENT OF PROPRIETARY INFORMATION.  The receiving party shall not
       duplicate all or any part of the disclosing party's Proprietary 
       Information, except in accordance with the terms and conditions of 
       this Agreement.  Each party shall have an appropriate agreement with 
       each of its employees and contractors having access to the other 
       party's Proprietary Information sufficient to enable that party to 
       comply with all the terms of this Agreement.  Each party agrees to 
       protect the other party's Proprietary Information with the same 
       standard of care and procedures which it uses to protect its own trade 
       secrets and confidential or proprietary information of like importance 
       and, in any event, shall adopt or maintain procedures reasonably 
       calculated under the circumstances to protect such Proprietary 
       Information.

8.03   FURTHER TREATMENT OF PROPRIETARY INFORMATION.  Each party agrees to hold
       all Proprietary Information of the other party in trust and confidence 
       for the other party and not to use the same other than as expressly 
       authorized under and to carry out the purposes of this Agreement.  The 
       receiving party agrees not to disclose any such Proprietary 
       Information without the prior written consent of the disclosing party, 
       to anyone other than the receiving party's employees and contractors 
       who have a need to know same to carry out the rights granted hereunder 
       or to agents, or contractors who have a need to know same to carry out 
       the rights granted hereunder and with whom the receiving party has a 
       valid nondisclosure agreement, or as required under any applicable law 
       or regulation.

8.04   EQUITABLE RELIEF.  In recognition of the unique and proprietary nature
       of the information disclosed by each party, it is agreed that each 
       party's remedy for breach by the other party of its obligations under 
       this section 8 shall be inadequate and the disclosing party shall, in 
       the event of such breach, be entitled to equitable relief, including, 
       without limitation, injunctive relief and specific performance, in 
       addition to any other remedies provided



                                            *CONFIDENTIAL TREATMENT REQUESTED


       hereunder or available at law.


9.     COREL WARRANTIES AND OTHER REPRESENTATIONS

9.01   WARRANTY.  The Schedule "B" Software storage medium is warranted by
       COREL to End Users against defects in workmanship and materials for a 
       period of ninety (90) days from the date it is delivered to the End 
       User.  In the event that the storage medium is defective, COREL will 
       replace it free of charge with another copy of the Schedule "B" 
       Software.  Replacement of the Schedule "B" Software shall be COREL's 
       sole obligation and Distributor's sole remedy for a breach of the 
       warranty in this section.

9.02   LIMITATION.  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE,
       AND STORAGE MEDIA ARE PROVIDED AND LICENSED BY COREL "AS IS" AND THERE 
       ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR 
       IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW OR 
       OTHERWISE, REGARDING THEM OR ANY OTHER GOODS OR SERVICE PROVIDED BY 
       COREL HEREUNDER OR IN CONNECTION HEREWITH.  COREL DISCLAIMS ANY 
       IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, 
       MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NO 
       REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED 
       TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, OR STORAGE MEDIA, 
       WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A 
       WARRANTY BY COREL.

9.03   NO VARIATION.  NO AGREEMENTS VARYING OR EXTENDING TIES WARRANTY OR THE
       FOREGOING LIMITATIONS WILL BE BINDING ON COREL UNLESS IN WRITING AND 
       SIGNED BY AN AUTHORIZED REPRESENTATIVE OF COREL.

9.04   DISTRIBUTOR NOT TO BIND.  Distributor will not give or make any
       warranties or representations on behalf of COREL as to quality, 
       merchantable quality, merchantability, fitness for a particular use or 
       purpose, or any other features of the Software; and Distributor shall 
       not incur any liabilities, obligations, or commitments on behalf of 
       COREL, including without limitation, a variation of the End User 
       License Agreement (EULA).

9.05   [    *    ] shall be liable for any breach of warranty alleged or
       claimed by any End User, or implied or imposed by statute or common law,
       relating to the Software, its distribution, or the use of its electronic
       commerce system by Customer or End User.




10.    DISTRIBUTOR WARRANTIES

10.01  YEAR 2000 COMPLIANCE.  Distributor warrants that all hardware, software,
       and firmware used by Distributor or in Distributor's System shall be 
       able to accurately process data (including but not limited to 
       calculating, comparing, and sequencing) from, into, and between the 
       twentieth and twenty-first centuries, including leap-year calculations.

10.02  ENCRYPTION WARRANTY.  Distributor warrants that the Distributor System
       shall receive and transmit all Customer information in encrypted 
       format when Customers utilize browsers compliant with Secure Socket 
       Layer technology.  Distributor further warrants that the Distributor 
       System encryption protocol will prevent unauthorized access to and use 
       of Customer information received by Distributor to the extent 
       reasonably practical with such technology, and that to the best of 
       Distributor's knowledge the algorithm has never been breached as of 
       the date of this Agreement.  Distributor shall continue to update the 
       Distributor System with encryption technology reasonably suited and 
       intended for this application as it is shown to be effective and 
       becomes available. Neither COREL nor Distributor shall be responsible 
       or liable to any Customer or End User or each other for any acts of 
       fraud, theft, misappropriation, tampering, hacking, interception, 
       piracy, misuse, misrepresentation, dissemination, or other illegal or 
       unauthorized activities of third parties involving Customer 
       information.


11.    INFRINGEMENT

11.01  DEFENSE AND SETTLEMENT.  If notified promptly in writing of any action
       (and all prior related claims) brought against Distributor alleging 
       that Distributor's resale, distribution, or other disposition of the 
       Software or Hard Goods under this agreement infringes any Canadian or 
       United States patent, trademark, trade dress, copyright, or similar 
       intellectual property right, COREL will defend that action at its 
       expense and will pay all costs and damages of any type awarded against 
       Distributor in the action, provided that: (i) COREL shall have sole 
       control of the defense of any such action and all negotiations for its 
       settlement or compromise; (ii) Distributor, and where applicable, 
       those for whom Distributor is in law responsible, cooperate fully with 
       COREL in its defense of the action; and (iii) COREL shall have no 
       liability if the action results from the use of the Software for 
       purposes or in an environment for which it was not designed or 
       intended, or due to modification of the Software, including, but not 
       limited to, combination with Electronic Distributor Materials, by 
       anyone other than COREL.

11.02  OPTIONS WHERE CLAIM.  If a final injunction is obtained in such action
       against Distributor's resale of the Software or if in COREL's opinion 
       the Software is likely to become the subject of a claim of 
       infringement, COREL may at its sole option and expense either procure 
       for Distributor the right to resell the Software or replace or modify 
       the Software so that it becomes non-infringing.



                                            *CONFIDENTIAL TREATMENT REQUESTED


12.    LIMITATION OF LIABILITY

12.01  LIMITATION.  IN NO EVENT WILL [    *    ] BE LIABLE FOR INCIDENTAL, 
       INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER
       RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN
       CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE
       OR STORAGE MEDIA, OR OTHER COREL-PROVIDED MATERIAL, WHETHER IN AN ACTION
       IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, AND
       WHETHER OR NOT [    *    ] HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
       DAMAGES.  This section shall not apply to breach of [   *   ]
       obligations under sections [    *    ] inclusive, [    *    ] and 
       [    *    ].

12.02  AGGREGATE LIABILITY.  Other than as provided in section 10, COREL's
       aggregate liability to Distributor whether for negligence, breach of 
       contract, misrepresentation or otherwise shall in respect of a single 
       occurrence or a series of occurrences in no circumstances exceed the
       Software Prices paid by Distributor to COREL over the twelve (12) 
       month period preceding the claim by Distributor.

13.    DISTRIBUTOR INDEMNIFICATION

13.01  INDEMNIFICATION.  Except as set forth in Section 11, Distributor agrees
       to indemnify and save COREL harmless from and against any and all 
       claims, demands, costs and liabilities (including all reasonable legal 
       and attorney fees and expenses) finally awarded of any kind 
       whatsoever, arising directly or indirectly out of claims by 
       Distributor's Customers or any third party relating to: (i) 
       Distributor's performance under this Agreement; (ii) Electronic 
       Distributor Materials or the combination of Schedule "A" Software with 
       Electronic Distributor Materials; (iii) Distributor's distribution of 
       the Schedule "A" Software through Electronic Software Distribution or 
       distribution of the Schedule "B" Software through Distributors System; 
       (iv) the maintenance and functionality of the Distributor Web site 
       (excluding COREL-provided content); (v) breach of Section 10, 
       warranties; or (vi) misuse of any Customer or credit card information 
       submitted to Distributor. Distributor agrees to its best efforts to 
       become bonded to cover its liability under this Section 13.01 (vi) and 
       to institute such procedures to minimize any such misuse by 
       Distributor's agents and employees and by the agents and employees of 
       its third party processors.

14.    TERMINATION

14.01  TERMINATION.  This Agreement will terminate in the event of any of the
       following:

       14.01.1   written notice of termination from COREL, effective
                 immediately, under section 7.05;



                                            *CONFIDENTIAL TREATMENT REQUESTED


       14.01.2   written notice of termination from COREL, effective
                 immediately, in the event Distributor fails to establish a
                 fully functional Distributor System by [    *    ];
       
       14.01.3   on the thirtieth (30th) day after one party gives the other
                 written notice of a material breach by the other of this
                 Agreement and a request for a cure, unless the breach is
                 cured before that day;
       
       14.01.4   written notice of termination by one party, effective
                 immediately, after a receiver has been appointed in respect
                 of the whole or a substantial part of the other's assets or
                 a petition in bankruptcy or for liquidation is filed by or
                 against that other or if the other has been dissolved or
                 liquidated or is insolvent, as permitted by applicable
                 governing rules or statutes relating to such petition in
                 bankruptcy or for liquidation; or
       
       14.01.5   written notice of termination, effective immediately, by the
                 non-breaching party, if Distributor or COREL has materially
                 breached its obligations under Section 8.
       
14.02  NO COMPENSATION.  Distributor acknowledges and agrees that it has no
       expectation that its business relationship with COREL will continue 
       for any minimum period of years, or that Distributor shall obtain any 
       anticipated amount of profits by virtue of this Agreement.  Neither 
       COREL nor Distributor shall be liable, by reasons of any termination 
       of this Agreement, for compensation, reimbursement, or damages on 
       account of the loss of prospective profits on anticipated orders, or 
       on account of expenditures, investments, leases, or commitments 
       whatsoever in connection with the business or goodwill of the other.


15.    EFFECT OF TERMINATION

15.01  DISTRIBUTOR.  In the event of termination hereof Distributor shall:

       15.01.1   perform with respect to COREL all payment and other
                 obligations of Distributor arising hereunder within thirty
                 (30) days of termination;
       
       15.01.2   immediately cease to use the COREL Marks in any manner
                 whatsoever; and

       15.01.3   immediately discontinue the Distributor Web Site.

15.02  SURVIVAL.  Sections 2.02, 3.04, 5.04, 7 to 10 inclusive, 11.01, 12,
       14.02, 15, and 16 shall survive the termination of this Agreement.

15.03  NO PREJUDICE.  Except as provided in section 14.02, termination
       hereunder shall be without




       prejudice to any other right or remedy to which either party may
       be entitled hereunder in law.

15.04  DESTROY OR DELIVER UP.  At termination, Distributor shall erase or
       destroy any unlicensed Schedule "A" Software contained on Distributor 
       computers and/or computer diskettes in its possession or under its 
       control.  COREL shall have the option to require Distributor to 
       destroy and certify that it has destroyed or to deliver to COREL, any 
       property of COREL then in its possession or under its control, 
       excluding that Software or Hard Goods which Distributor has purchased 
       for as own use.  Distributor may retain one copy of such information 
       in a secure location for verification purposes.


16.    MISCELLANEOUS

16.01  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
       between the parties concerning the subject matter hereof, and 
       supersedes all prior statements, representations, discussions, 
       negotiations, and agreements, both oral and written, including all 
       pre-printed terms and conditions appearing on Distributor's order 
       forms, COREL's acknowledgment of order forms, and COREL's invoice 
       forms.

16.02  AMENDMENT OR WAIVER.  Except to the extent permitted by this Agreement
       or the Schedules appended hereto, this agreement may not be amended or 
       modified except in a writing signed by authorized officers of both 
       parties.  No order, invoice, or similar document will modify the terms 
       of this agreement even if accepted by the receiving party.

16.03  ILLEGAL OR UNENFORCEABLE PROVISIONS.  In the event that any one or more
       of the provisions of this agreement shall be found to be illegal or 
       unenforceable, this agreement shall nevertheless remain in full force 
       and effect, and such term or provision shall be deemed severed unless 
       such severance defeats the purpose of this Agreement or results in 
       substantial injustice to one of the parties.

16.04  INDEPENDENT CONTRACTORS.  The parties to this agreement are independent 
       contractors.  No relationship of principal to agent, master to servant,
       employer to employee, or franchisor to franchisee is established hereby
       between the parties.  Neither party has the authority to bind the other
       or incur any obligation on its behalf.

16.05  NON-RESTRICTIVE RELATIONSHIP.  Nothing in this agreement shall be
       construed to preclude Distributor from distributing any software 
       regardless of whether or not such software is the same as or 
       competitive with any COREL Software.

16.06  FORCE MAJEURE.  Unless continuing for a period of ninety (90)
       consecutive days or unless involving the payment of amounts due under 
       this Agreement beyond thirty (30) days from the date for which the 
       payment is due, no default, delay or failure to perform on the part of 
       either party shall be considered a breach of the agreement if such 
       default, delay, or failure to perform is shown to be due entirely or 
       proximately to any event constituting




       force majeure, or to causes beyond the reasonable control of the
       defaulting party, including without limitation strikes, lockouts of
       other labor disputes, riots, civil disturbances, actions or inactions
       concerning government authorities, epidemics, war, embargoes, severe
       weather, fire, earthquakes, acts of God or the public enemy, default of
       a common carrier, interruption of power or communications sources or
       connections, failures in or affecting the performance, use, or
       availability of the Internet or associated intranets, viruses, the
       terroristic, illegal, malicious, wanton, or capricious acts a third
       party, changes or modifications in international, national, or industry
       standards or protocols, and the existence of or changes in federal or
       state laws or the laws of other countries prohibiting or imposing
       criminal penalties or civil liability for performance hereunder, always
       provided that the party so relieved of its obligations shall promptly
       and lawfully take such steps to prevent, correct or amend such act or
       event which renders such obligations impossible as are reasonable under
       the circumstances.

16.07  NO WAIVER. In either of the party's rights to enforce provisions of this
       agreement shall be affected by any prior course of dealing, waiver, 
       delay, omission, or forbearance.

16.08  ASSIGNMENT.  This agreement and the rights granted hereunder shall not
       be assigned, encumbered by security interest or otherwise transferred 
       by Distributor without the prior written consent of the COREL.  An 
       amalgamation or merger of Distributor or COREL with any person who is 
       not a party to this Agreement shall be deemed to result in an 
       assignment of this agreement.  COREL may assign this agreement at any 
       time upon notice to this effect to Distributor.

16.09  ENUREMENT.  This Agreement shall enure to the benefit of and be binding
       upon the parties and their respective successors and permitted assigns.

16.10  NOTICES.  Any notice or other communication to the parties shall be sent
       to the addresses set out above, or such other places as they may from 
       time to time specify by notice in writing to the other party.  Any 
       such notice or other communication shall be in writing, and, unless 
       delivered to a responsible officer of the addressee, shall be given by 
       registered mail, facsimile or telex and shall be deemed to have been 
       given when such notice should have reached the addressee in the 
       ordinary course, provided there is no strike by postal employees in 
       effect or other circumstances delaying mail delivery, in which case 
       notice shall be delivered or given by facsimile or telex.

16.11  FURTHER ASSURANCES.  The parties agree to do all such things and to
       execute such further documents as may reasonably be required to give 
       full effect to this Agreement.

16.12  TIME.  Time shall be of the essence.

16.13  GOVERNING LAW.  This Agreement shall be governed by and construed in
       accordance with the laws of the State of Minnesota and the laws of 
       these United States, excluding that body of law applicable to choice 
       of law and excluding the United Nations Convention on Contracts for 
       the International Sale of Goods and any legislation implementing such




       Convention, if otherwise applicable.  Distributor hereby consents and
       jurisdiction of the courts of such province.  If either party employs
       attorneys to enforce any rights arising out of or relating to this
       agreement, the prevailing party shall be entitled to recover reasonable
       attorney's fees.

16.14  LANGUAGE.  The original of this agreement has been written in English
       and each party waives any right it may have to have this agreement 
       written in any other language.  The parties represent that they have 
       the ability to read and write in English, and have read and understand 
       this agreement. If this agreement is translated into a language other 
       than English, the English version and interpretation shall govern and 
       prevail.  All communications between the parties hereunder shall be in 
       English.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by
their duly authorized representatives as of the date first above written.

                                        DIGITAL RIVER, INC.
                                        
                                        Per: /S/ Joel Ronning         
                                            --------------------------
                                             Name:  Joel Ronning
                                             Title: President
                                        
                                        COREL CORPORATION (USA)
                                        
                                        Per: /s/ Mitch Despochers     
                                            --------------------------
                                             Name:  Mitch Despochers
                                             Tittle: Controller




                             SCHEDULE "A"
        SOFTWARE AND SOFTWARE PRICES FOR SCHEDULE "A" SOFTWARE




                                            *CONFIDENTIAL TREATMENT REQUESTED



                                    SCHEDULE 'A'


                           USD                       CDN


[    *    ]




                                   SCHEDULE "B"
              SOFTWARE AND SOFTWARE PRICES FOR SCHEDULE "B" SOFTWARE




                                              *CONFIDENTIAL TREATMENT REQUESTED



                                    SCHEDULE 'B'

                                     USD    CDN


[    *    ]




                                    SCHEDULE "C"
                          GUIDELINES FOR USING COREL MARKS




                          GUIDELINES FOR USING COREL LOGOS


Corel logos or trademarks in stylized form (the "Marks") are valuable assets and
may be used publicly with permission only from Corel.  In order to protect the
value of these assets, Corel must maintain control over the manner in which the
Marks are used.  Corel has established the following set of guidelines for
properly using the Marks.  If these guidelines are not followed, Corel may
terminate your right to use the Marks.

       *       Upon request, COREL will provide authorized users with camera
               ready artwork of the Marks.  This artwork may not be altered in
               any way.

       *       You may not display the Marks on packaging, documentation,
               collateral or advertising in a manner which suggests that your
               product is a COREL product, or in a manner which suggests that
               COREL or any of the Marks are a part of your product name.

       *       When displayed, the Marks cannot be larger than or more prominent
               than your product name, trade-mark, logo or trade name.

       *       When displayed, the Marks must stand alone.  AL minimum amount of
               empty space must be left between the Marks and any other object
               such as type, photography, borders, edges, etc.  The required
               border of empty space around the Marks must be 1/2x wide, where x
               is the height of the Mark.

       *       You may not combine the Marks with any other feature including,
               but not limited to, other logos, words, graphics, photos,
               slogans, number, design features, or symbols.

       *       None of the Marks may be used as a design feature on your
               product, product packaging, documentation, collateral or
               advertising.

COREL LOGOS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:

1.     COREL LOGO

The word COREL is used in association with Corel's stylized "C" in two different
forms as follows:


[COREL LOGO]                                                      [COREL LOGO] 
(Form A)                                                          (Form B)     



                                                                            2

The logo is approved for use in black or colour.  If used in colour, the C must
be reproduced in red (PMS 186) and the word COREL must be reproduced in blue
(PMS 293).  The logo should be used only in the forms depicted above.  The logo
should be identified with the -Registered Trademark- symbol in the following
countries:

       Canada, Germany, United Kingdom, United States, Austria, Benelux,
       France, Columbia, Finland, Poland, Norway, South Korea, Switzerland and
       Taiwan.

The logo should be identified with the symbol (TM) in all other countries.  The
(R) or (TM) symbol must appear at the top-right comer of the graphic.  When
using the Marks in some countries where the symbol (TM) should be used as well
as other countries where the symbol (R) should be used, the symbol (TM) may be
used in all cases.

2.     CORELDRAW! LOGO

This logo is used in the following design form:

                                       [LOGO]

The logo is approved for use in black or with a coloured line in PMS Magenta.

The logo should be identified with the (R) symbol in Canada only.

The logo should be identified with the (TM) symbol in all other countries.

When used in text, the trade-mark must be depicted in the form CorelDRAW

3.     BALLOON DESIGN LOGO

This logo is used in the following form:


                                       [LOGO]


The logo should be identified with the (TM) symbol at the top right corner of
the graphic in all countries.  Note that either the CorelDRAW logo or the Corel
trademark may be used on the balloon, provided properly identified.



                                                                            3


4.     COREL VENTURA LOGO

This logo is used in the following form:


                                       [LOGO]


The logo should be identified with the (TM) symbol at the top right comer of the
graphic in all countries.

5.     COREL PROFESSIONAL CD-ROM PHOTOS LOGO
This logo is used in the following form:


                                       [LOGO]


The logo should be identified with the (TM)symbol at the top right corner of the
graphic in all countries.

TRADEMARK NOTICE

All products sold and all advertisements or other printed materials distributed
displaying any of the Marks must, in an appropriate place, bear the following
notice:

                                 IS A TRADE-MARK OF
                COREL CORPORATION OR COREL CORPORATION LIMITED, USED
                                   UNDER LICENSE.



QUALITY CONTROL



Corel reserves the right to review your use of the Marks.  Any specimens or
examples which are required to be delivered to Corel under the terms of your
license should be sent to ONE OF THE FOLLOWING:

                COREL CORPORATION
                THE COREL BUILDING
                1600 CARLING AVENUE
                OTTAWA, ONTARIO
                K1Z 8R7
                                      
                ATTENTION: PUBLISHING PROGRAMS(RELATING TO BOOKS/MAGAZINES)
                ATTENTION: EDUCATION DEPARTMENT(TRAINING MATERIALS)
                ATTENTION: MEDIA RELATIONS (ARTICLES/REVIEWS)
                ATTENTION: LEGAL DEPARTMENT (IF NONE OF THE ABOVE APPLIES)

Corel reserves the right to conduct spot checks and will periodically request
samples.  Corel may also conduct spot checks in the marketplace of advertising
and related printed materials.  Failure to comply with standards of quality
specified by Corel, failure to adhere to these guidelines or failure to comply
with a request for samples is grounds for termination of your license.





                                            *CONFIDENTIAL TREATMENT REQUESTED

                                    SCHEDULE "D"

                      DISTRIBUTOR REPORTS AND FAILURE CHARGES


A.     DISTRIBUTOR REPORTS:

Distributor shall provide to COREL the following reports:

(a)    QUARTERLY REPORT.  Distributor shall provide to COREL a report for each
       fiscal quarter which shall capture the following information, or 
       information as reasonably requested by COREL from time to time:

       (i)     the frequency of use of Distributor Web Site by prospects 
       ("Hits");
       (ii)    any and all data compiled by Distributor regarding Customer use
       of the Web Site including, but not limited to, Customer name, address
       and all Software selected by Customer from Distributor Web Site;
       (iii)   the number of new COREL Club memberships created by Distributor;
       (iv)    promotion, marketing and distribution activities of Distributor
       during the quarter; and
       (v)     a summary of all Failure Reports.

(b)    FAILURE REPORTS.  Distributor shall provide a report to COREL within 
       [    *    ] of an equipment or service failure relating to 
       Distributor's connection with COREL or Distributor's Web Site which 
       shall capture the following information, in addition to any 
       information which Distributor should otherwise provide to COREL to 
       enable COREL to evaluate the quality of the Distributor System:

       (i)     Cause of interruption or failure of Distributor System or
       Distributor's Web Site;
       (ii)    duration of the interruption or failure; and
       (iii)   methods used to resolve the interruption or failure.

(c)    ENCRYPTION PROTOCOL REPORTS.  Distributor shall provide an [    *    ]
       report to COREL of any breach of the encryption protocol, the cause of 
       said breach, the duration of the breach, and the methods used to 
       resolve the breach.

(d)    All Quarterly Reports required under this Agreement are to be: (i) faxed
       to COREL within thirty (30) business days after each quarter end; and
       (ii) provided in electronic (diskette) format to COREL within thirty
       (30) business days after each quarter end.  COREL can request reasonable
       changes in the format of the report upon thirty (30) days notice.

(e)    All Failure Reports and Encryption Protocol Reports required under this
       Agreement are to be: (i) faxed to COREL immediately; and (ii) provided
       in electronic format to COREL within thirty (30) business days after the
       occurrence of each failure or interruption.  COREL can request
       reasonable changes in the format of the report upon thirty (30) days




                                            *CONFIDENTIAL TREATMENT REQUESTED

       notice.


B.     DOWNTIME CHARGES

In the event that Customers are unable to establish a link to the Distributor
Web Site for a period of [    *    ] or more consecutive [    *    ], and such
inability is not the result of a failure or interruption in the Internet or its
related or supporting infrustructure or the Customers' software, equipment,
facilities, provider, or communications connection, or COREL's failure to
maintain a connection with Distributor, then Distributor shall pay to COREL an
amount equal to the amount paid by Distributor to COREL under this Agreement for
the Distribution of Schedule "A" Software and Schedule "B" 

Software and Hard Goods purchased during a period of equal duration and time 
as averaged over the four same days of the week next preceding the period.

In the event such downtime occurs for more than [    *    ] in each of any 
[    *    ]  consecutive months, Distributor shall pay to COREL an amount 
equal to the amount paid by Distributor to COREL under this Agreement for the 
Distribution of Schedule "A" Software and Schedule "B" Software and Hard 
Goods purchased during a period of equal duration and time as averaged over 
the four same days of the week next preceding those periods.