DISTRIBUTION
AGREEMENT

    


    THIS
AGREEMENT is made and entered into on March 28, 2002,
by and between Roxio Inc., a Delaware corporation (“Roxio”), and Navarre, Inc.,
a Minnesota corporation (“Distributor”).

     

    IN
CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS
FOLLOWS:

     

    1.           DEFINITIONS

     

    1.1         “Like Distributor”
shall mean a distributor that sells the same Products to the same customer base
in the Territory.

     

    1.2         “Price List” shall
mean the Roxio Distribution Authorized Products and Price List, as amended from
time to time by Roxio, prevailing at the time Roxio accepts a Purchase Order
from Distributor.

     

    1.3         “Products” shall mean
those products and services listed on Exhibit A
hereto.  Products may be changed, deleted or added by Roxio, at its
sole discretion.  Roxio shall be under no obligation to continue the
production of any Product.

     

    1.4         “Purchase Order” shall
mean the written purchase orders by which Distributor orders the Products, as
more particularly described in Section 4 below.

     

    1.5         “Term” shall mean the
term of this Agreement, which shall commence on the Effective Date and continue
for one (1) year thereafter, unless earlier terminated under the provisions of
Section 14 of this Agreement.  This Agreement shall automatically
renew for additional one (1) year periods, unless either party provides notice
of termination sixty (60) days prior to the expiration of the then-current
term.

     

    1.6         “Territory” shall mean
the Territory set forth on Exhibit
B.

     

    2.           APPOINTMENT
AND AUTHORITY

     

    2.1         Appointment.  Roxio
hereby appoints Distributor as Roxio’s non-exclusive distributor for the
Products to the Distribution Accounts in the Territory, subject to the terms and
conditions contained in this Agreement, and Distributor hereby accepts such
appointment.  Distributor shall have the right to license Products
from Roxio for distribution to the Distribution Accounts in the Territory,
subject to the terms of this Agreement, including but not limited to, the
restrictions specified in Section 11.2.  Roxio reserves the right to
appoint other distributors and representatives and/or to market Products
directly to the Distribution Accounts and in the Territory.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2         Independent
Contractors.  The parties shall act as independent contractors
in the performance of this Agreement, and nothing contained in this Agreement
shall be construed to (i) give either party the power to direct and control the
day-to-day activities of the other; (ii) constitute the parties as partners,
joint venturers, co-owners, agents or otherwise as participants in a joint or
common undertaking; or (iii) allow Distributor to create or assume any
obligation on behalf of Roxio for any purpose
whatsoever.  Specifically, without limitation, neither party will
enter into any Agreement, contract, or arrangement with any government or
government representative or with any person, firm, corporation or other
enterprise imposing any legal obligations or liability of any kind whatsoever on
the other and, without limiting the generality of the foregoing, neither party
will sign the other’s name to any commercial paper, contract or other instrument
and will not contract any debt or enter into any Agreement, either expressed or
implied, binding the other to the payment of money and/or in any other
regard.  All financial obligations associated with Distributor’s
business are the sole responsibility of Distributor.  All sales and
other agreements between Distributor and its customers are Distributor’s
exclusive responsibility and shall have no effect on Distributor’s obligations
under this Agreement.

     

    3.           DISTRIBUTOR
GENERAL OBLIGATIONS

     

    3.1         Promotion of
Products.  Distributor shall, at its own expense, vigorously
promote the sale of the Products to all Distribution Accounts, to Distributor’s
maximum capacity.

     

    3.2         Market
Assistance.  Distributor shall, at it own expense and
consistent with the sales policies of Roxio, (i) assist Roxio in assessing
customer requirements for the Product, including modifications and improvements
thereto, in terms of quality, design, functional capability, and other features;
and (ii) submit market research information, as reasonably requested by Roxio,
regarding competition and changes in the market in the Territory.

     

    3.3         General
Conduct.  Distributor agrees:  (i) to conduct
business in a manner that reflects favorably at all times on the Products and
the good name, goodwill and reputation of Roxio; (ii) to avoid deception,
misleading or unethical practices that are or might be detrimental to Roxio or
the public, including but not limited to, disparagement of Roxio or its
Products; (iii) not to publish or employ or cooperate in the publication or
employment of, any misleading or deceptive advertising material; (iv) to make no
representations, warranties or guarantees to customers or to the trade with
respect to the specifications, features or capabilities of Products that are
inconsistent with the literature distributed by Roxio; and (v) not to engage in
any acts prohibited by local, state, federal or national law, including
antitrust or unfair trade practice laws, which prohibit various forms of
predatory, discriminatory or below-cost pricing.

     

    3.4         Export
Requirements.  Distributor shall, at its own expense, pay for
all export licenses and permits, pay customs charges and duty fees, and take all
other actions required to accomplish to export of the Products purchased by
Distributor.  Distributor warrants that it shall comply in all
respects with the export and re-export restrictions applicable to the Products,
including those set forth in the export license for every Product shipped to
Distributor, and shall indemnify Roxio for any losses resulting from
Distributor’s noncompliance.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.5         Reports.  Distributor
agrees to prepare and forward to Roxio, reports as may be reasonably requested
by Roxio, including, without limitation, monthly reports of inventory on hand,
intra-location transfers and sales data relating to the
Products.  Within ten (10) days after the close of each month,
Distributor shall submit sales data which shall include, without limitation:
Distributor shipping location; customer account number; customer name, address,
city, state, zip code, phone number; Distributor part number; Roxio part number;
quantity of Products sold (either sold or RMA issued); and customer price using
cost of goods sold.

     

    3.6         Audit
Rights.  Roxio reserves the right to have an authorized Roxio
representative, at Roxio’s cost, audit Distributor’s records relating to sales
and inventories of Products, including, without limitation, records pertaining
to any claims submitted by Distributor for sales and inventories of Products
(including claims for price protection, stock rotation, returned products, ship
from stock and debit, and other transactions) or otherwise as necessary to
verify Distributor’s compliance with this Agreement.  Upon prior
written notice, Distributor shall provide access to such records during normal
business hours at Distributor’s locations(s).  Distributor agrees to
maintain all such records by location for a minimum of three (3) years after the
date of the transaction.  If an audit indicates an underpayment of
five percent (5%) or more of any amounts due hereunder or other non-monetary
noncompliance, Distributor will promptly reimburse Roxio for the reasonable cost
of the audit.  Such rights will remain in effect through a period
ending one year from the termination of this Agreement.

     

    4.           PURCHASE
TERMS

     

    4.1         Purchase
Orders.  All orders for Products submitted by Distributor shall
be initiated by a written purchase order (“Purchase Order”) in accordance with
this Section 4 provided, however, Distributor may place an order verbally, by
fax if a confirmational Purchase Order is received by Roxio within five (5) days
thereafter.  All orders shall be for at least the Minimum Shipment
Quantity as defined in Section 5.4.  No Purchase Order shall be
binding until accepted by Roxio in writing.  Roxio shall have no
liability to Distributor with respect to Purchase Orders that are not accepted
in writing.  Any additional or inconsistent terms in Distributor’s
Purchase Order or acknowledgment are considered deleted and of no force or
effect.

     

    4.2         Purchase Order
Terms.  All Purchase Orders shall state:  (i) the type,
model and quantity of the Products ordered, using Roxio part numbers; (ii) the
“billable” purchase order number; (iii) the requested delivery date; (iv) the
requested location for shipment and (if different) the “bill to”
address.  All Purchase Orders must be signed by an authorized
purchasing agent of Distributor; provided, however, that absent express
instructions from Distributor to the contrary, Roxio shall be entitled to assume
that any signed Purchase Orders are duly authorized.  Standard
lead-time for Purchase Orders of standard Products initially is four (4) weeks,
although Roxio may modify such lead-time from time to time.  Roxio
shall use its reasonable commercial efforts to deliver Products as soon as is
reasonably practical.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.3         Change
Orders/Cancellations.  Distributor may cancel a Purchase Order
or reschedule delivery under a Purchase Order within forty-eight (48) hours of
Roxio’s receipt of the Purchase Order.  Outside of this forty-eight
hour period, Distributor may only cancel a Purchase Order or reschedule delivery
under a Purchase Order fifteen (15) days or more in advance of the scheduled
delivery date for such Purchase Order; provided, however, that in the case of
rescheduling by the Distributor, the rescheduled date for shipment must be
within sixty (60) days of the originally scheduled shipping
date.  Roxio reserves the right to request non-cancelable orders for
specific circumstances, at Roxio’s sole option.

     

    4.4         Distributor
Breach.  Notwithstanding any prior acceptance by Roxio of a
Purchase Order, Roxio shall not be obligated to ship Products if Distributor is
in breach of this Agreement at the time of the scheduled shipment.

     

    4.5         Delivery.  All
Products shall be packed for shipment in Roxio’s standard shipping cartons,
marked for shipment to Distributor’s address requested in the Purchase Order,
and delivered to Distributor or its carrier EXW (per Incoterms 2000), at Roxio’s
shipping dock at the location stated on the Roxio Purchase Order (or if not
stated, Roxio’s then-current headquarters in California, USA) Title to Products
and risk of loss shall pass to Distributor when such Products leave the
applicable Roxio shipping dock in the U.S. Roxio will select the ground shipment
carrier and pay ground freight charges.  Drop shipments to
Distributor’s customers shall be permitted on a case-by-case basis, with Roxio’s
written approval.  If Distributor requests a method of shipment other
than ground shipment, Distributor may select the method of shipment, carrier and
type of conveyance, at Distributor’s expense (subject to Section
5.4).  Roxio may make partial shipments of Products, which shall be
separately invoiced.  Partial shipments shall not affect Distributor’s
obligation relating to the balance of the Purchase Order.

     

    4.6         Inspection/Acceptance.  Distributor
shall inspect all Products promptly following receipt and, within thirty (30)
days following receipt, shall notify the freight forwarder and Roxio of any
claim for damages or shortages.  Within thirty (30) days after receipt
(the “Inspection Period”), Distributor shall give Roxio notice of any claim that
a Product does not conform with Roxio’s published specifications in effect at
the time of Distributor’s order.  To reject a Product, Distributor
shall notify Roxio in writing or by fax of its rejection and request a Return
Material Authorization (“RMA”) number.  Roxio shall issue RMA numbers
in accordance with its then current standard procedures.  Within ten
(10) days of receipt of the RMA number, Distributor shall return the rejected
Product to Roxio (i) in accordance with Roxio’s RMA policies, procedures and
instructions; (ii) freight prepaid; and (iii) in its original shipping carton
with the RMA number prominently displayed on the outside of the
carton.  Roxio reserves the right to refuse to accept any rejected
Products that do not bear an RMA number on the outside of the carton or which
otherwise do not comply with Roxio’s RMA policies, procedures and
instructions.  Any Product not properly rejected by Distributor within
the Inspection Period shall be deemed accepted.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           DISTRIBUTOR
PRICE; PAYMENT

     

    5.1         Price.  Distributor’s
purchase price (the “Price”) for each of the Products purchased by Distributor
for resale to the Distribution Accounts shall be as set forth in the Price List
in effect at the time of Roxio’s acceptance of a Purchase Order from
Distributor, except as otherwise set forth in this Section 5.  Prices
are stated and shall be paid in United States currency.  Distributor
shall be free to establish its selling price for sale of the Products to
Distributor’s customers in the Distribution Accounts.

     

    5.2         Price
Modifications.  Roxio reserves the right to revise the Price
for any Product at any time upon Roxio’s publishing revisions to the Price List
and providing written notice to Distributor of such changes.  Such
revised Prices shall apply to all Purchase Orders accepted after the date of
such revision, except as provided below.

     

    (a)           In
the event of a Price increase, Distributor may order any quantity of Products
during the thirty (30) day period after Distributor receives notice of change of
Price for such Product, for requested delivery within sixty (60) days of the
date of notification at the non-revised (lower) Price.  Any Products
which are scheduled for delivery more than sixty (60) days from the date of such
notification shall be invoiced at the revised (increased) Price.

     

    (b)           [***]

     

    5.3         Taxes.  The
Price does not include any federal, state or local taxes, duties or assessments
that may be applicable to the sale of the Products, and which taxes, duties or
assessments shall be paid by Distributor.  When Roxio has the legal
obligation to collect such taxes, duties or assessments, the appropriate amount
shall be added to Distributor’s invoice and paid by Distributor, in accordance
with the payment terms set forth in Section 5.5 below, unless Distributor
provides Roxio with a valid tax exemption certificate authorized by the
appropriate taxing authority.

     

    5.4         Delivery
Costs.  The Price does not include any insurance or expedited
shipping expenses, special packing expenses, or similar charges associated with
delivery of the Products to Distributor (the “Delivery Costs”), which shall be
paid by Distributor, in accordance with the payment terms, provided that
Distributor orders and accepts delivery of the minimum per shipment quantity
(the “Minimum Shipment Quantity”) for a Product specified in the Price List or
as otherwise specified by Roxio.  Shipments of smaller quantities of a
Product requested by Distributor shall be shipped freight collect by
Distributor’s designated freight carrier.  Notwithstanding anything
else herein, freight charges for ground shipments only shall be paid by
Roxio.  If Distributor requests an alternative shipment method,
Distributor shall pay the difference between the charges for ground shipment and
such alternative shipment method.

     

    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.5         Payment.  Distributor’s
credit terms shall be subject to review and approval of Roxio’s credit
department from time to time.  Standard terms for payment of Products
are as follows:  (i) Distributor will receive a 2% discount off the
invoice if Distributor pays such invoice within 20 days from the date of Roxio’s
invoice, (ii) Distributor will receive a 1% discount off the invoice if
Distributor pays such invoice within 30 days from the date of Roxio’s invoice,
and (iii) payment due in full within forty-five (45) days from the date of
Roxio’s invoice, all subject to credit approval.  Invoices shall not
be dated earlier than the date of shipment.

     

    5.6         Late
Payment.  Roxio may impose a late charge on all overdue amounts
at a rate equal to the lesser of (i) one and one-half percent (1-1/2%) per
month; or (ii) the maximum rate permitted by applicable law, until such amount,
and all accrued late charges, is paid in full to Roxio.

     

    6.           INVENTORY

     

    6.1         Inventory.  Subject
to any applicable government restrictions and availability of Products to
Distributor by Roxio, Distributor shall maintain sufficient on-hand inventory of
Roxio’s Products to supply anticipated customer requirements.

     

    6.2         Product
Discontinuance.  Roxio reserves the right to obsolete or
discontinue any of its Products, upon thirty (30) days advance notice, and
Distributor shall have the right to place end-of-life orders for delivery within
such thirty (30) day period.  Distributor and those customers listed
on Exhibit C may return all inventory of any Products that Roxio discontinues or
makes obsolete for the 180 day period following the date on which Roxio provides
such notice to Distributor.  Roxio shall have the right to modify its
product discontinuance program and notification period in its sole discretion,
effective upon written notice to Distributor.

     

    6.3         Quarterly
Adjustment.  Within the first forty-five (45) days of each
fiscal quarter of every year during the term of this Agreement, slow moving
inventory may be returned by Distributor to Roxio for credit against the
simultaneous purchase of new Products of equal or greater aggregate value,
subject to the following limitations set forth below.  Notwithstanding
anything else herein, (i) all purchase orders for such new Products are
non-cancellable and must be received by Roxio by the time Roxio issues a return
RMA and (ii) all such new Products must be shipped within ninety (90) days of
the date of such purchase order.

     

    (a)           Distributor
may return up to [***] ([***]%) of the amount of the previous [***] purchases by
Distributor of all Products; provided, however, that Distributor will notify
Roxio in writing if it wishes to discuss the disposition of additional Products
and Roxio agree to discuss such disposition within ten (10) days of receiving a
request from Distributor.

     

    (b)           Products
must be returned in factory-shipped condition in the original and undamaged
Roxio -supplied package;

     

    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Distributor
must obtain an RMA from Roxio prior to any return and all returns must comply
with Roxio’s policies, procedures and instructions;

     

    (d)           All
freight charges for returns shall be paid by Distributor; and

     

    (e)           All
Products authorized for return shall be subject to inspection by Roxio to
confirm that Products meet Roxio’s product and packaging quality
standards.

     

    7.           ROXIO
OBLIGATIONS

     

    7.1         Promotional and Technical
Materials.  Roxio agrees to supply Distributor with its usual
sales promotion and advertising material without cost to Distributor, and to
support the efforts of Distributor with its usual advertising and other sales
promotion efforts.  Roxio agrees to furnish Distributor, without
charge, except as may be otherwise agreed upon, reasonable quantities of
technical, advertising and selling data and literature concerning the Products,
which Roxio may from time to time produce or have available for trade
circulation.  All such material (other than that which was distributed
to others by Distributor) shall be returned to Roxio in good condition, other
than reasonable wear, immediately upon demand by Roxio.

     

    7.2         Cooperative
Advertising.

     

    (a)           Roxio
shall, to the extent it deems necessary and reasonable, (and consistent with
it’s policies in effect) support Distributor in its efforts regarding the supply
of advertising material (and equipment and personnel when possible) for trade
shows.  To assist Distributor in advertising, promotion and training
for the sale of the Products, Roxio agrees to reimburse certain qualified
expenses incurred by Distributor for advertising, promotion and trade shows, all
subject to the terms and conditions determined by Roxio from time to time, in
its sole discretion.

     

    (b)           Prior
to implementing any advertising program for which Distributor seeks approval and
contribution, Distributor shall submit a written request to Roxio in a form
reasonably acceptable to Roxio, together with a copy of the proposed
advertisement.  Roxio shall, in its sole discretion, approve or reject
the proposal within fifteen (15) working days after receipt
thereof.  Any proposal not expressly approved by Roxio shall be deemed
rejected.

     

    (c)           Upon
completion of an approved advertising program, Distributor shall submit the
notices provided by Distributor and Roxio pursuant to Section 7.2(b) above; (ii)
a copy of the original advertisement; and (iii) a copy of all invoices verifying
the expenses.  Within thirty (30) days after receipt of the claim
package, Roxio shall pay any authorized amounts to Distributor for all
advertisements which meet all qualifications reasonably required by Roxio
(including the requirement that the accounts be current in
payment).  Roxio shall reimburse up to one hundred percent (100%) of
the actual, certifiable, pre-authorized expenses (design, production, printing,
medial charges, postage and the like) devoted to the Products, not to exceed the
amount of available co-op advertising funds earned by and available to
Distributor.  Reimbursement by Roxio is contingent upon Distributor’s
compliance with (i) Roxio’s reasonable requirements; (ii) guidelines regarding
use of Roxio’s Products and applications; and (iii) any other then current
guidelines specifically intended to ensure that the Products are represented in
the proper light.  Roxio shall not unreasonably withhold reimbursement
from Distributor if Distributor complies with all the above
requirements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Co-funding
by Roxio of trade shows and any other non-print advertising must be approved by
Roxio prior to commitment of funds by Distributor.

     

    8.           WARRANTY

     

    8.1         [***]

     

    8.2         [***]

     

    8.3         Warranty
Disclaimer.  EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE,
ALL PRODUCTS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ROXIO MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS,
AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, OR NONINFRINGEMENT.  FURTHER, ROXIO DOES NOT WARRANT
RESULTS OF USE OR THAT ANY SOFTWARE PRODUCT IS BUG FREE OR THAT ITS USE WILL BE
UNINTERRUPTED.

     

    9.           LIMITATION
OF LIABILITY

     

    9.1         [***]

     

    9.2         Force
Majeure.  Except for the payment of any monies due under this
Agreement, nonperformance of either party shall be excused, and any performance
date shall be extended, to the extent that performance is rendered impossible by
strike, fire, flood, governmental acts or orders or restriction, breakdown of
machinery, failure or delay of suppliers, or any other reason where failure to
perform is beyond the control and not caused by the negligence of the
nonperforming party.

     

    9.3         Termination.  In
the event termination by either party in accordance with any of the provisions
of the Agreement, except as specified in this Agreement, neither party shall be
liable to the other, because of such termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or
anticipated sales or on account of expenditures, inventory, investments, leases
or commitments in connection with the business or goodwill of Roxio or
Distributor.

     

    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.         INDEMNITY

     

    10.1       Distributor.  Distributor
shall be solely responsible for, and shall indemnify, defend and hold Roxio free
and harmless from, any and all claims, damages or lawsuits (including Roxio’s
attorneys’ fees) arising out of Distributor’s breach of Sections 8.2 or
11.2.

     

    10.2       Patent and Copyright
Indemnity.

     

    (a)           Roxio
agrees to defend, or at Roxio’s option settle, at Roxio’s own expense and under
Roxio’s sole control, any claim, suit or proceeding brought against Distributor
on the issue of infringement of any United States patent, copyright or
trademark, or the misappropriation of a trade secret, by a Product purchased by
Distributor hereunder, subject to the limitations herein.  Roxio shall
pay any final judgment entered in such action.  Roxio shall be
relieved of the foregoing obligations unless Distributor (i) notifies Roxio
promptly in writing of such claim, suit or proceeding; and (ii) gives Roxio
information and assistance to settle or defend any such claim.  If a
Product, or any part thereof, are finally adjudicatively determined to be, or in
Roxio’s sole opinion may become, the subject of any claim, suit or proceeding
for infringement of any United States patent, copyright, trademark, or
misappropriation of a trade secret, or if the sale or use of the Product, or any
part thereof, is enjoined, then Roxio may, at Roxio’s option and
expense:  (i) procure for Distributor and its customers the right to
sell or use the Product, or such part thereof, under such patent, copyright,
trademark or the misappropriation of a trade secret; or (ii) replace the
Product, or part thereof, with other suitable Product or part; or (iii) suitably
modify the Product, or part thereof; or (iv) if the use of the Product, or part
thereof, is prevented by injunction, accept the return of the Product, or part
thereof, and refund the Price paid therefor by Distributor, less a reasonable
sum for use and damage Roxio shall not be liable for any costs or expenses
incurred without its prior written authorization.

     

    (b)           Notwithstanding
the provisions of Section 10.2 above, Roxio assumes no liability for (i)
infringement of patent claims covering completed equipment or any assembly,
circuit, combination, method or process in which any of the Products may be used
but not covering a Product standing alone; (ii) any trademark infringements
involving any marking or branding not applied by Roxio, or involving any marking
or branding applied at the request of Distributor; or (iii) the modification of
a Product, or any part thereof, unless such modification was made by
Roxio.

     

    (c)           The
foregoing provisions of this Section 10 state the entire liability and
obligations of Roxio and the exclusive remedy of Distributor with respect to any
alleged patent, copyright, trademark infringement or misappropriation of a trade
secret by the Products or any part thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.         PROPRIETARY
OWNERSHIP RIGHTS

     

    11.1       Property
Rights.  Distributor agrees that Roxio owns all right, title,
and interest in the intellectual property rights related to the Products,
including, without limitation, all patents, trademarks, trade names, inventions,
copyrights, know-how, and trade secrets relating to the design, manufacture,
operation or service of the Products.  The use by Distributor of any
of these property rights is authorized only for the purposes and to the extent
expressly set forth in this Agreement, and upon termination of this Agreement
for any reason such authorization shall cease.

     

    11.2       Sale Conveys no Right to
Manufacture or Copy.  The Products are licensed by Roxio
subject in each case to the condition that such license does not convey a
license, expressly or by implication, to manufacture, duplicate or otherwise
reproduce any of the Products.  To the maximum extent permitted by
applicable law, Distributor agrees that it shall not: (i) alter, reverse
engineer, decompile or disassemble the Products or otherwise attempt to discover
any source code or underlying ideas or algorithms of any Products; (ii)
reproduce any components of the Products without Roxio’s prior written consent,
(iii) modify, translate, or otherwise create derivative works of any Product or
Product packaging, (iv) distribute any Product without Roxio’s end-user license
agreement included by Roxio with such Product, or (v) remove, alter, cover,
or obscure any notice or mark that appears on a Product or Product
packaging.  Distributor may only distribute Products to customers that
it has entered into written agreement with, which contain restrictions
substantially similar to terms set forth in this Section 11.2 and shall take
appropriate steps to assure compliance with the restrictions contained in this
Section 11.2.

     

    11.3       Software
License.  The software Products, or software (if any) provided
with a Product, are not sold, but are licensed to Distributor for redistribution
and are subject to a license on the terms included with such
Product.  Specifically, Products are subject to a break-the-seal
(“shrinkwrap”) or downloadable (“click-thru”) end user license
agreement.  By their terms, such end-user license agreements prohibit
unauthorized copying.  Distributor agrees to abide by these license
agreements, to inform its customers of them, and to actively pursue correction
of known breaches by any of its customers.  Violation of Roxio’s
license agreements by Distributor or Distributor’s customers may result in
termination of this Agreement.  All references to sales or purchases
of the software Products herein shall mean a license.

     

    11.4       OEM
Agreements.  Distributor is not authorized to enter into or
negotiate OEM license agreements on behalf of Roxio.

     

    12.         TRADEMARKS
AND TRADE NAMES

     

    12.1       Use.  During
the term of this Agreement, Distributor shall have the right to indicate to the
public that it is an Authorized Distributor of Roxio Products, as and to the
extent set forth in this Agreement and to advertise such Products under the
trademarks, service marks, and trade names that Roxio may adopt from time to
time which are owned exclusively by Roxio (“Roxio Trademarks”).  Roxio
Trademarks are not deemed to include any third party marks, regardless of
whether used by Roxio in connection with the Products.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.2       Limitations.  Distributor
shall not alter or remove any Roxio Trademarks applied to the Products by
Roxio.  Nothing herein shall grant to Distributor any right, title or
interest in Roxio Trademarks.  At no time during or after the term of
this Agreement shall Distributor challenge or assist others to challenge Roxio
Trademarks or the registration thereof, or attempt to register any trademarks,
service marks or trade names confusingly similar to the Roxio Trademarks, in any
language.

     

    12.3       Approval of
Representations.  All representation of Roxio Trademarks that
Distributor intends to use shall first be submitted to Roxio for approval (which
shall not be unreasonably withheld) of design, color, and other details which
are not exact copies of those used by Roxio.  If any Roxio Trademarks
is to be used in conjunction with another trademark on or in relation to the
Products, then the Roxio Trademark shall be presented equally legibly, equally
prominently, and/or of greater size than the other but nevertheless separated
from the other so that each appears to be a mark in its own right, distinct from
the other mark.

     

    13.         CONFIDENTIALITY

     

    13.1       Confidential
Information.  The software (if any) provided with the Product,
in object code form is not considered Confidential
Information.  Roxio’s proprietary information in it’s products,
technical data, or know-how relating to the software, shall be considered
Confidential Information of Roxio and shall be governed by that certain Mutual
Non-Disclosure Agreement signed by the parties on March 22, 2002, and attached
hereto as Exhibit
D.

     

    14.         TERMINATION

     

    14.1       Termination for
Convenience.  This Agreement may be terminated by either party
for any or no reason by giving the other party written notice ninety (90) days
in advance.

     

    14.2       Termination for
Cause.  If either party defaults in the performance of any
material provision of this Agreement, then the nondefaulting party may give
notice to the defaulting party that if the default is not cured within thirty
(30) days the Agreement shall be terminated.  If the nondefaulting
party gives such notice and the default is not cured, then the Agreement
automatically shall terminate at the end of that period.

     

    14.3       Termination for
Insolvency.  This Agreement shall terminate, without notice,
(i) upon the institution by or against Distributor of insolvency, receivership
or bankruptcy proceedings or any other proceedings for the settlement of
Distributor’s debts; (ii) upon Distributor’s making a general assignment for the
benefit of creditors; or (iii) upon Distributor’s dissolution.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.4       Orders for Distributor
Accounts; Termination Effect.  In the event of the termination
of this Agreement, all orders received and accepted by Roxio as of the effective
date of such termination shall be reviewed for cancellation or confirmation by
Distributor, which action must be communicated in writing to Roxio within ten
(10) days of the effective date of termination.  Unless this Agreement
is terminated by Roxio under Section 14.2, Roxio shall accept orders from
Distributor for additional Products which Distributor is contractually obligated
to furnish to its customers and does not have in its inventory, provided
Distributor notifies Roxio of any and all such transactions in writing within
thirty (30) days after the termination date.  Not withstanding the
foregoing, Roxio shall not be required to deliver further Product to Distributor
if this Agreement is terminated by Roxio under Section 14.2 or 14.3

     

    14.5       Inventory; Termination
Effect.  Unless this Agreement is terminated by Roxio under
Section 14.2, at Distributor’s option, exercised in writing within thirty (30)
days after such termination date, Roxio shall repurchase Products remaining in
Distributor’s inventory in excess of that required to meet Distributor’s
contractual obligations existing at the time of the termination.

     

    14.6       Return of
Materials.  Within thirty (30) days after termination of this
Agreement, Distributor shall prepare all items in its possession which were
provided by Roxio for shipment to Roxio, as Roxio may direct, at Roxio’s
expense.  Distributor shall not make or retain any copies of any
Confidential Information which may have been entrusted to
it.  Effective upon the termination of this Agreement, Distributor
shall cease to use all trademarks, service marks, and trade names of
Roxio.

     

    14.7       Survival of Certain
Terms.  The provisions of Sections 2.2, 3.4, 3.5, 3.6, 4.3,
4.5, 4.6, 5.3, 5.4, 5.5, 5.6, 8, 9, 10, 11, 12.2, 13, and the relevant portions
of Sections 14 and 15 shall survive the termination of this Agreement for any
reason.  Any payment obligations of the parties shall cease upon
termination of this Agreement.

     

    14.8       Remedies.  Neither
party shall be liable to the other in any manner on account of the termination
of this Agreement.  Both Distributor and Roxio are aware of the
possibility of expenditures necessary in preparing for performance hereunder and
the possible losses and damages which may occur to each in the event of
termination.  Violation of obligations under this Agreement may cause
irreparable harm and damage which may not be recovered at law, and remedies for
breach of this Agreement may be in equity through injunctive
relief.

     

    15.         MISCELLANEOUS

     

    15.1       Governing
Law.  This Agreement shall be governed in all respects by the
substantive laws of the State of California, The parties agree that the United
Nations Convention on Contracts for the International Sale of Goods (1980) is
specifically excluded from application to this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.2       Attorneys’
Fees.  In the event of any litigation or arbitration by the
parties under this Agreement, the prevailing party shall be entitled to costs
and reasonable attorneys’ fees.

     

    15.3       Assignment.  Distributor
shall not assign or otherwise transfer any of its rights, obligations or
licenses hereunder without the prior written consent of Roxio, including any
assignment by operation of law as a result of the merger or acquisition of
Distributor.  Distributor will not transfer, pledge, or assign this
Agreement, or any part thereof or interest therein, or any commissions or
compensation due to it hereunder, without first obtaining in each instance the
written consent of Roxio.  Roxio may assign this Agreement to any
successor, in interest to its business and goodwill as they relate to the
Products covered hereby.  Subject to the foregoing, the provisions of
this Agreement shall apply to and bind the successors and permitted assigns of
the parties.

     

    15.4       Waiver.  Failure
by any party to enforce any of its rights under this Agreement shall not be
deemed a waiver of any right which that party has under this
Agreement.

     

    15.5       Amendment.  This
Agreement shall not be amended, altered or changed except by written agreement
signed by authorized representatives of both parties.

     

    15.6       Allocation of
Risk.  The parties acknowledge and affirm that the provisions
in this Agreement regarding warranties, indemnity, disclaimer, limitation of
liability and damage limitation allocate risk between the
parties.  This allocation is reflected in the terms hereof, including
pricing, and is an essential element of the basis of the bargain between the
parties.

     

    15.7       Export
Control.

     

    (a)           Representations.  Distributor
agrees to comply strictly and fully with all export controls imposed on the
Products by any country or organization in whose jurisdiction Distributor
operates or does business.  Distributor shall not knowingly, export or
reexport any Product to any country prohibited under United States Export
Administration Regulations, without first obtaining a valid license to so export
or reexport the Products.

     

    (b)           Responsibility.  All
export permits, import certificates, insurance, duty, customers clearance
charges and/or licenses and related costs shall be Distributor’s
responsibility.

     

    (c)           Regulations.  Because
Roxio is subject to the United States Foreign Assets Control Regulations,
Transaction Control Regulations and other United States export regulations,
specifically without limitation to the above, Distributor will not directly or
indirectly initiate or take part in any act which may constitute a violation of
such laws or regulations.  Distributor also agrees to assist Roxio in
every way in assuring compliance with such laws or regulations.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.8       Foreign Corrupt Practices
Act.  Roxio is subject to the Foreign Corrupt Practices Act
(Public Law 95 213), which among other things, generally makes it illegal for
Roxio, or any agent of Roxio, to pay, promise to pay or authorize the payment of
any money or offer, gift, or promise to give or authorize the giving of anything
of value to any foreign political candidate, or to any person while knowing or
having reason to know that all or a portion of such money or thing of value will
be offered, given or promised directly or indirectly to any foreign official, to
any foreign political party, or to any candidate for foreign political office
for any of the purposes described in the act.  Distributor shall not
do any act or thing which shall be a violation of said law and further agrees to
cooperate with Roxio in assuring that Roxio and Distributor are in full
compliance with such law and regulations issued thereunder including any and all
reporting requirements.

     

    15.9       Controlling
Document.  All purchase orders for the Products shall be
governed by this Agreement.  Any additional, inconsistent or
conflicting clauses in any order, release, acceptance or other written
correspondence between the parties shall be considered null and void, unless
expressly executed by duly authorized representatives of both
parties.

     

    15.10     Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and delivered personally, by a recognized international courier (e.g.,
Federal Express, DHL) or by facsimile (with facsimiles to be promptly confirmed
in writing).  All such written communications delivered by mail shall
be forwarded to the parties hereto at their respective addresses as set forth on
the first page of this Agreement, subject to the right of either party to change
its address by delivering written notice to the other.  Notices shall
be deemed to be effective upon receipt.

     

    15.11     Severability.  Should
any provisions of the Agreement contravene any law or valid regulation of any
government jurisdiction over the parties, then such provisions shall be
automatically terminated and performance thereof by the parties waived, and all
other provisions of this Agreement shall continue in full force an
effect.

     

    15.12     Entire
Agreement.  This Agreement (including the exhibits attached
hereto) reflects the entire agreement of the parties regarding the subject
matter hereof, and supersedes all prior agreements between the parties, whether
written or oral.  This Agreement is executed in the English
language.

     

    15.13     Counterparts.  This
Agreement may be executed in counterparts, each of which constitutes an
original, and together which constitute the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized representatives, effective as of the date first set forth
above.

     

    
      
        
          
            
              
                	
                        ROXIO,
      INC.

                      	 
      	
                        NAVARRE,
      INC.

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By: 

                      	
                        /s/ Elliot
      Carpenter                                           

                      	 
      	
                        By: 

                      	
                        /s/ James Gilbertson

                      
	 
      	 
      	 
      	 
      	 
      
	Title:  Chief
      Financial Officer	 
      	Title:  Chief
      Financial Officer
	 
      	 
      	 
      	 
      	 
      
	Effective
      Date:  April 4, 2002	 
      	Effective
      Date:  March 28,
2002


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    PRODUCTS
AND SERVICES

    


    All
standard Roxio products included on monthly distributor price
list.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    TERRITORY

    


    The
Americas to include the United States, Canada and Latin America.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    DISTRIBUTOR’S
CUSTOMERS

    


    
      [***]

    

    


    [***]
Omitted pursuant to a confidential treatment request.  The
confidential portion has been filed separately with the SEC.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    MUTUAL
NONDISCLOSURE AGREEMENT

     

    (to be
attached)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    MUTUAL
NONDISCLOSURE AGREEMENT

    


    Each
undersigned party (the “Receiving Party”) understands that the other party (the
“Disclosing Party”) has disclosed or may disclose information relating to Roxio
Products and business or to the Disclosing Party’s business (including, without
limitation, computer programs, technical drawings, algorithms, know-how,
formulas, processes, ideas, inventions (whether patentable or not), schematics
and other technical, business, financial, customer and product development
plans, forecasts, strategies and information), which to the extent previously,
presently, or subsequently disclosed to the Receiving Party is hereinafter
referred to as “Proprietary Information” of the Disclosing Party.

     

    In
consideration of the parties’ discussions and any access of the Receiving Party
to Proprietary Information of the Disclosing Party, the Receiving Party hereby
agrees as follows:

     

    1.           The
Receiving Party agrees (i) to hold the Disclosing Party’s Proprietary
Information in confidence and to take reasonable precautions to protect such
Proprietary Information (including, without limitation, all precautions the
Receiving Party employs with respect to its confidential materials), (ii) not to
divulge any such Proprietary Information or any information derived therefrom to
any third person, (iii) not to make any use whatsoever at any time of such
Proprietary Information except to evaluate internally its relationship with the
Disclosing Party, (iv) not to copy or reverse engineer any such Proprietary
Information and (v) not to export or reexport (within the meaning of U.S.
or other export control laws or regulations) any such Proprietary Information or
product thereof. Without granting any right or license, the Disclosing Party
agrees that the foregoing shall not apply with respect to any information after
five years following the disclosure thereof or any information that the
Receiving Party can document (i) is or becomes (through no improper action or
inaction by the Receiving Party or any affiliate, agent, consultant or employee)
generally available to the public, or (ii) was in its possession or known by it
without restriction prior to receipt from the Disclosing Party, or (iii) was
rightfully disclosed to it by a third party without restriction, or (iv) was
independently developed without use of any Proprietary Information of the
Disclosing Party by employees of the Receiving Party who have had no access to
such information. The Receiving Party may make disclosures required by law or
court order provided the Receiving Party uses diligent reasonable efforts to
limit disclosure and to obtain confidential treatment or a protective order and
has allowed the Disclosing Party to participate in the proceeding.

     

    2.           Immediately
upon a request by the Disclosing Party at any time the Receiving Party will turn
over to the Disclosing Party all Proprietary Information of the Disclosing Party
and all documents or media containing any such Proprietary Information and any
and all copies or extracts thereof. The Receiving Party understands that nothing
herein (i) requires the disclosure of any Proprietary Information of the
Disclosing Party or (ii) requires the Disclosing Party to proceed with any
transaction or relationship.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           This
Agreement applies only to disclosures made before the first anniversary of this
Agreement. The Receiving Party acknowledges and agrees that due to the unique
nature of the Disclosing Party’s Proprietary Information, there can be no
adequate remedy at law for any breach of its obligations hereunder, which breach
may result in irreparable harm to the Disclosing Party, and therefore, that upon
any such breach or any threat thereof, the Disclosing Party shall be entitled to
appropriate equitable relief, without the requirement of posting a bond, in
addition to whatever remedies it might have at law. In the event that any of the
provisions of this Agreement shall be held by a court or other tribunal of
competent jurisdiction to be illegal, invalid or unenforceable, such provisions
shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect. This Agreement shall
be governed by the law of the State of California without regard to the
conflicts of law provisions thereof. This Agreement supersedes all prior
discussions and writings and constitutes the entire agreement between the
parties with respect to the subject matter hereof. The prevailing party in any
action to enforce this Agreement shall be entitled to costs and attorneys’ fees.
No waiver or modification of this Agreement will be binding upon a party unless
made in writing and signed by a duly authorized representative of such party and
no failure or delay in enforcing any right will be deemed a waiver.

    


    March 28,
2002

     

    
      
        
          
            	
                    ROXIO,
      INC.

                  
	 
      	 
      
	
                    By:  

                  	
                    /s/ Elliot Carpenter

                  
	 
      	 
      
	
                    NAVARRE,
      INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Richard
Vick

                  


          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    [Roxio
Logo]

     

    Roxio,
Inc.

    455 El
Camino Real

    Santa
Clara, CA 95050

    phone
408.367.3100

    fax
408.367.3101

    NASDAQ:
ROXI

    


    www.roxio.com

     

    December
17, 2004

     

    Via
Facsimile (763-535-2156) and Overnight Courier

     

    Mr. Rick
Vick

    Director
of Merchandising

    Navarre
Corporation

    7400
49th
Avenue North

    New Hope,
MN 55428

     

    
      	
              Re:

            	
              Assignment
      of Agreement between Roxio Inc. (“Roxio”) and Navarre
      
Corporation

            


    

     

    Dear Mr.
Vick:

     

    Roxio
plans to sell certain assets (namely its software division) to Sonic in
connection with the terms of the Asst Purchase Agreement by and between Sonic
and Roxio dated August 9, 2004.  Roxio and Navarre Corporation have
executed that certain Distribution Agreement dated as of March 28, 2002 (the
“Agreement”).  Roxio hereby informs you that the Agreement and any
related agreements or amendments will be assigned to Sonic effective upon the
close of the transaction.  Such close is expected to be on or about
December 17, 2004.

     

    This
notice of assignment letter is not intended to modify any term or provision of
the Agreement and does not apply to any transaction other than the proposed
transaction with Sonic.  Any changes to your current processes will be
communicated to you shortly.

     

    Should
you have any questions in connection with the above assignment or the proposed
transaction with Sonic, feel free to contact me.

     

    
      
        	
                Sincerely,

              
	 
      
	
                /s/ Josh Engel

              
	
                Josh
      Engel

              
	
                Director,
      Legal Affairs

              
	
                Roxio,
      Inc.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        [Navarre
Corporation Logo]

         

        
          	
                  December
      7, 2006

                	
                  VIA
      Overnight Courier

                


        

        


        Sonic
Solutions

        Attn:  Legal
Department

        455 El
Camino Real

        Santa
Clara, CA  95050


         

        
          	
                  Re:

                	
                  Navarre
      Restructuring and Consent to Assignment
of:

                


        

        
          Distribution
Agreement dated March 28, 2002, assigned to

        

        
          Sonic
Solutions (“Sonic) as of December 17, 2004 (the
“Agreement(s)”)

        

         

        To Whom
It May Concern:

         

        You
currently have a business relationship with Navarre Distribution Services
(“NDS”), a division of Navarre Corporation (“Navarre”).  This letter
is to inform you that, effective January 1, 2007, the activities carried out by
NDS are being transferred to Navarre Distribution Services, Inc., a Minnesota
corporation and wholly-owned subsidiary of Navarre.

         

        This
transfer is being done within the context of a corporate restructuring of
Navarre that is intended to result in each of its significant operating units
being housed in its own legal entity. Navarre’s significant growth over the past
few years has necessitated this realignment of its operations.  It is
anticipated that Navarre and its new wholly-owned subsidiary companies will
continue to operate in substantially the same manner as Navarre does
today.

         

        In
connection with this transfer, Navarre is assigning all of the assets and
contracts that relate to the business activities of NDS to Navarre Distribution
Services, Inc.  This assignment includes the Agreement(s) between your
company and Navarre.  Navarre Distribution Services, Inc. is at the
same address as Navarre.

         

        Accordingly,
we request that an authorized officer of your company sign below indicating
consent to the assignment of the Agreement(s) to Navarre Distribution Services,
Inc.  Please feel free to contact me with any questions that you might
have.  Please fax to 763-504-1107 and return an original in the
enclosed envelope.

         

        Sincerely,

        


        NAVARRE
CORPORATION

        


        
          
            
              	
                      /s/ Linda Alsid Ruehle

                    
	
                      Linda
      Alsid Ruehle

                    
	
                      Assistant
      General Counsel

                    


            

          

        

        


        
          
            
              
                
                  	
                          Agreed
      and accepted as of January 1, 2007

                        	 
	 
      	 
      	 
	
                          Sonic
      Solutions

                        	 
	 
      	 
      	 
	
                          By: 

                        	
                          /s/ Joshua Engel

                        	 
	
                          Name:
      Joshua Engel

                        	 
	
                          Its: 
      Associate General Counsel
Sonic
      Solutions

                        	 


                

              

            

          

        

        



        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

    

    RIDER

    to

    COMPUTER
SOFTWARE DISTRIBUTION AGREEMENT

    Dated:  September
11, 2007 (the “Agreement”)

    Between
NAVARRE CORPORATION and Sonic Solutions (assigned by Roxio, Inc. to

    Sonic
Solutions effective December 17, 2004)

    (Vendor)

     

    GENERAL
TERMS AND CONDITIONS FOR CONSIGNMENT PROGRAMS:  10/2006

     

    Navarre
has developed consignment programs with certain major retailers (the
“Retailer(s)”).  Vendor may elect to participate in the consignment
programs with respect to all or a portion of the Products and with respect to
any or all such Retailers by executing the applicable Retailer Addendum attached
hereto.  The purpose of this Rider is to set forth the general terms
and conditions applicable to all consignment programs and the terms specific to
each Retailer are contained in the applicable Retailer Addendum.

     

    
      	
              1.

            	
              Modification of the
      Agreement.   This Rider supersedes the payment and
      other terms of the Agreement as necessary to effectuate the consignment
      programs.  All other provisions and definitions in the Agreement
      remain applicable but should be read and interpreted to be
      consistent with the delivery of Products on a consignment basis rather
      than as a sale (the “Consigned Products”).  The order of
      precedence in the event of a conflict of terms.  among the
      Agreement, the Rider, and each Retailer Addendum, shall
  be:

            


    

     

    
      	
               
      

            	
              a)

            	
              The applicable
      Retailer Addendum

            


    

    
      	
               
      

            	
              b)

            	
              The
      Rider

            


    

    
      	
               
      

            	
              c)

            	
              The
      Agreement

            


    

     

    
      	
              2.

            	
              Title of Consigned
      Products.  Vendor remains vested with all right, title
      and interest in each item of Consigned Product until sale by Retailer to
      an End User.  Upon sale by Retailer to an End User, title passes
      from Vendor to Navarre, then from Navarre to the
      Retailer.  Until such time, Navarre will not in any way acquire
      any right, title or interest in any Consigned Product and will not
      represent itself to third parties as being the owner of any such item,
      claim any rights of ownership therein, nor encumber any such item, Each
      Retailer has agreed to the same with respect to Consigned Products in its
      possession. Vendor is responsible for availing itself of the protections
      afforded consignors under the applicable sections of the Uniform
      Commercial Cade (“UCC”) and for filing UCC financing statements on the
      Consigned Products in the possession of Navarre and the Retailer. Navarre
      and each Retailer agree to cooperate with Vendor where necessary for
      Vendor to make such filings.

            


    

     

    
      	
              3.

            	
              Risk of
      Loss.  Navarre has responsibility for the care and
      condition of the Consigned Products in its possession following delivery
      by Vendor, and Navarre assumes liability for any loss or damage to the
      Consigned Products, including but not limited to breakage, theft, and
      damage by water, fire or extraordinary conditions of a similar
      nature.  Navarre will maintain all-risk property insurance
      covering the Consigned Products in its possession in an amount at least
      equal to the aggregate cost value.  Each Retailer has agreed to
      the same with respect to Consigned Products in its
    possession.

            


    

     

    
      	
              4.

            	
              Identification.  Vendor
      must provide a unique UPC code for each title of Consigned
      Product.  Navarre will set up in its system a unique SKU for
      each title which is specific for the Vendor and Retailer.  Such
      unique SKU’s are required to keep consignment inventory separate from
      Vendor’s non-consignment Products for proper payment and
      accounting.

            



      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    
      	
              5.

            	
              Invoicing and
      Payment.

            


    

     

    
      	
               
      

            	
              a.

            	
              Tracking
      Invoice.  Upon shipment of Consigned Products, Vendor
      will issue an invoice, for tracking purposes and not to indicate a sale,
      including a description of the Consigned Products by SKU, quantities,
      delivery location, the Vendor’s published price and a cost of either $.01
      or $.00 (to be determined by Navarre) per item shipped.  These
      tracking invoices are necessary in order for Vendor to maintain an
      accounting for Consigned Product and for reconciliation of shipping
      shortages and discrepancies.

            


    

     

    
      	
               
      

            	
              b.

            	
              Sales
      Reports.  Navarre will obtain from each Retailer
      electronic reports of weekly point of sales data showing sales of
      Consigned Products to End Users by SKU net of any returns from End
      Users.  Consigned Product sold but returned by an End User
      pursuant to the Retailer’s return policy will not be counted as a
      sale.  Navarre will also be able to account for inventory on
      hand on a weekly basis including inventory at Navarre’s distribution
      center, inventory at Retailer’s distribution and retail locations, and
      returns in route to Vendor.

            


    

     

    
      	
               
      

            	
              c.

            	
              Payment.  At
      the end of each Retailer’s reporting period (the “Sales Reporting Period”)
      as specified in the Retailer Addendum, Navarre will report net sales to
      Vendor for the Retailer aggregating the Consigned Products sold to End
      Users during that reporting period.  Navarre will pay Vendor for
      such sales at Vendor’s published purchase prices on the payment date (the
      “Payment Date”) indicated in the Retailer Addendum.  Credits or
      chargebacks authorized in accordance with the Agreement, this Rider and
      each Retailer Addendum may be deducted prior to
  payment.

            


    

     

    
      	
              6.

            	
              Shrinkage
      Reconciliation.  Each Retailer will audit the shrink or
      loss of Consigned Products periodically and report such losses to
      Navarre.  Audit periods vary by Retailer as indicated in the
      Retailer Addendum.  The Retailer will report and pay for shrink
      losses within sixty (60) days after the end of the audit
      period.  Navarre will then promptly report to Vendor and pay for
      such losses.

            


    

     

    
      	
              7.

            	
              Returns.  Navarre
      and the Retailer(s) will have one hundred percent (100%) return rights on
      all Consigned Products which are unsold to End Users for any reason,
      including obsolete, delisted, defective or slow-moving goods, termination
      of this Agreement, or otherwise.  Returns will be handled
      pursuant to the provisions of the Agreement, except that Consigned
      Products which become delisted may be returned at any time while this
      Rider is in effect.  Procedures for handling returns that vary
      by Retailer are indicated in the Retailer
  Addendum.

            


    

     

    
      	
              8.

            	
              Destruction of
      Defectives.  To eliminate return freight expense, Navarre
      and the Retailers prefer to destroy defective and damaged items on
      site.  Navarre will request approval from Vendor in each case,
      and if received, will provide Vendor with proof of destruction in order to
      delete the destroyed items from the Consigned Product
      inventory.  If Vendor does not approve any such request for
      destruction and demands return, Retailer shall request a return material
      authorization (“RMA”) from Navarre in accordance with Navarre’s returns
      policy.

            


    

     

    
      	
              9.

            	
              Property Tax
      Reports.  Navarre and the Retailers will report Consigned
      Products in their possession to the appropriate taxing authorities if
      required by the particular authority.  They will be reported as
      consigned property owned by the Vendor.  Navarre will provide
      Vendor with the inventory amounts and locations of the property so
      reported on a quarterly basis along with applicable supporting
      documentation.  Vendor will be responsible for any property tax
      payable on the Consigned Products, and Navarre will chargeback all such
      property tax amounts paid to a taxing authority.  The foregoing
      applies only to valid property tax assessments and does not apply to sales
      and income taxes which are the responsibility of Navarre and the
      Retailer(s).  In the event a Retailer determines not to report
      and pay property tax on Vendor’s behalf, Vendor will be solely responsible
      for reporting and paying property tax on Consigned
    Products.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Termination.  This
      Rider will terminate upon expiration or earlier termination of the
      Agreement.  In addition, this Rider will terminate with respect
      to any Retailer if, and at the time that, such Retailer terminates its
      participation in the consignment program.  Vendor may terminate
      this Rider or any individual Retail Addendum at any time upon thirty (30)
      days written notice.  Upon termination, Navarre may, at its
      option, return all or some or the inventory of Consigned Products, or
      purchase all or some of the inventory of Consigned Products.  If
      Navarre desires to purchase any of the inventory, Vendor agrees to
      negotiate in good faith for appropriate price protection for such
      inventory.

            


    

     

    Vendor Initials: 
/s/ ACL             


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    DIGITAL
DISTRIBUTION RIDER

    to

    DISTRIBUTION
AGREEMENT

    Dated:
March 28, 2002 (the “Agreement”)

    Between
NAVARRE CORPORATION and Roxio, Inc., subsequently assigned by Roxio, Inc. to
Sonic Solutions (“Vendor”) effective December 17, 2004

    subsequently
assigned by Navarre Corporation to Navarre Distribution

    Services,
Inc. effective April 1, 2007.

    


    GENERAL
TERMS AND CONDITIONS FOR DIGITAL DISTRIBUTION

     

    Navarre
has developed digital distribution programs with certain major retailers (the
“Retailer(s)”). Vendor is the owner of or fully authorized licensee of the
Digital Rights (as defined below) to the Products and desires to participate in
the digital distribution program with respect to all or a portion of the
Products and with respect to any or all such Retailers by executing the
applicable Retailer Addendum attached hereto.  The purpose of this
Rider is to set forth the general terms and conditions applicable to all digital
distribution programs and the terms specific to each Retailer are contained in
the applicable Retailer Addendum.

     

    
      	
              1.

            	
              Modification of the
      Agreement.  This Rider supersedes the payment and other
      terms of the Agreement as necessary to effectuate the digital distribution
      programs.  All other provisions and definitions in the Agreement
      remain applicable but should be read and interpreted to be consistent with
      the electronic delivery of Products to End
  Users.

            


    

     

    
      	
              2.

            	
              Termination.  This
      Rider will terminate upon expiration or earlier termination of the
      Agreement.  In addition, this Rider will terminate, with respect
      to any Retailer, if, and at the time that, such Retailer terminates its
      participation in the digital distribution program and, with respect to the
      entire program, if Navarre’s agreement with ASKNET, Inc., its third party
      digital delivery partner, terminates and Navarre provides notice to Vendor
      that it is unable to find a replacement provider.  Vendor may
      terminate this Rider at any time without cause upon no less than ninety
      (90) days prior written notice to
Navarre.

            


    

     

    
      	
              3.

            	
              Grant of Digital
      Rights.  Digital delivery is the method by which an End
      User receives a copy of the Product in computer readable form from a
      Retailer via a secure digital download provided by Navarre directly or
      through ASKNET, Inc., or a successor Navarre digital delivery partner, and
      the End User pays the Retailer for the Product prior to the download of
      the Product.  Vendor will provide a “digital key code” unique to
      each transaction that will allow the End User to download the Product up a
      specified number of times in a specified period of time (the “Digital Key
      Code”).  Vendor hereby grants to Navarre a non-exclusive license
      in and to all digital delivery rights in the Products, including, but not
      limited to, (i) all rights under the Digital Millennium Copyright Act, and
      any and all future pertinent legislation; (ii) the right to use all of
      Vendor’s trade name and any trademarks, service marks and other artwork
      associated with the Products; (iii) the right at no further cost to
      reproduce and deliver all instructions, manuals, end user license and
      other materials normally provided to End Users with the Products; (iv) the
      right at no further cost to reproduce and deliver to End Users a back-up
      physical CD (with no serial number printed on such physical CD, though the
      End User will receive a CD Key electronically) of the Products
      (collectively, the “Digital Rights”); and (v) the right to sublicense the
      Digital Rights granted herein to the Retailers, provided that Navarre
      shall be responsible for the compliance by the Retailers with all relevant
      terms and conditions of the Agreement and this Rider.  Subject
      to the terms and conditions of this Rider, Navarre shall have the right to
      sell, price, distribute, advertise, license, market and promote all rights
      licensed hereunder, and may use facilities and technology it owns or
      controls in connection therewith or those of a third party digital
      delivery partner.

            


    

     

    
      	
              4.

            	
              Navarre
      shall advise Vendor of the names of all Retailers that are available to
      distribute Products.  Vendor shall advise Navarre which
      Retailers are authorized to distribute Vendor Product(s).  If
      Navarre enters into an agreement with a new Retailer, Navarre will advise
      Vendor and Vendor shall advise Navarre whether or not Vendor wishes to
      have Navarre offer Vendor’s Product(s) to such Retailer in order that it
      may offer Vendor’s Product(s) on its online storefront.  Navarre
      shall only offer Vendor Products for distribution to those Retailers that
      Vendor has expressly authorized.  Vendor shall further have the
      right, with respect to each individual Retailer, to withhold or grant
      authorization for any particular Product offering(s) to be marketed and
      distributed by such Retailer.

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              Territory.  The
      grant of Digital Rights applies to the territory of the United States
      (including territories and possessions) and Canada and distribution
      through the United States military exchange world-wide retail
      system.

            


    

     

    
      	
              6.

            	
              Identification.  Navarre
      will set up in its system a unique SKU for each Product to be digitally
      delivered which is specific for the Vendor and Retailer.  Such
      unique SKU’s are required to keep the Digital Key Code inventory separate
      from Vendor’s physical Products for proper payment and
      accounting.

            


    

     

    
      	
              7.

            	
              Invoicing and
      Payment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Tracking
      Invoice.  Navarre will issue a PO to Vendor for a
      specified quantity of Digital Key Codes with respect to one or more
      Products.  Vendor will provide the number of Digital Key Codes
      ordered and issue an invoice, for tracking purposes and not to indicate a
      sale, including a description of the Products by SKU, quantities, the
      Vendor’s published price and a cost of $.01 per Digital Key Code
      delivered.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Sales
      Reports.  Navarre will obtain from each Retailer
      electronic reports of weekly point of sales data showing sales of Digital
      Key Codes to End Users by SKU.  Navarre will also be able to
      account for inventory of Digital Key Codes on hand on a weekly
      basis.  If available from the Retailer, such reporting may be
      available electronically on a more frequent
  basis.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Payment.  Within
      twenty (20) days after the end of each calendar month, Navarre will issue
      Vendor a report for each Retailer aggregating the Digital Key Codes sold
      to End Users during that month.  Payment to Vendor for all such
      sales shall accompany each report.  Any credits or chargebacks
      authorized by this Rider and each Retailer Addendum may be deducted prior
      to payment.  All sums payable by Navarre to Vendor for Navarre’s
      commercial exploitation of the Digital Rights shall comprise a single,
      integrated, cross-collateralized accounting unit with all sums due or
      payable from or to Navarre on account of Navarre’s distribution of Product
      under the Distribution Agreement.

            


    

     

    
      	
              8.

            	
              Provision of Required
      Materials by Label to Navarre.  Vendor will promptly
      supply to Navarre, or to a third-party designated by Navarre for such
      purpose, all required information and materials requested by Navarre to
      allow Navarre to fully exercise the Digital Rights.  Vendor will
      advise Navarre of the specific codes and classifications under any
      relevant export control laws and regulations of any nation (collectively,
      “Export Control Laws”) that are applicable to the products (including,
      without limitation, provision of appropriate Export Control Classification
      Numbers and Schedule B codes).  Vendor will promptly notify
      Navarre of any changes to such codes or
  classifications.

            


    

     

    
      
        
          
            
              
                
                  	
                          SONIC
      SOLUTIONS

                        	 
      	
                          NAVARRE
      DISTRIBUTION SERVICES, INC.

                        
	 
      	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          /s/ A. Clay Leighton

                        	 
      	
                          By:

                        	
                           /s/ Richard Vick

                        
	
                          Name: 

                        	
                          A. Clay Leighton

                        	 
      	
                          Name: 

                        	
                           Richard Vick

                        
	
                          Title:

                        	
                          Executive Vice President and Chief Financial
      Officer

                        	 
      	
                          Title:
      

                        	 
      Vice President Merchandise
	 	 	 	 	 
	
                          Date:

                        	
                          February 2, 2007

                        	 
      	
                          Date:

                        	
                            May 9,
2007

                        


                

              

            

          

        

      

    


    
      
         


      

      
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