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EXHIBIT #10.14


                        FIRST AMENDMENT TO SALE, PURCHASE
                           AND BUILD TO SUIT AGREEMENT

THIS FIRST AMENDMENT TO SALE, PURCHASE AND BUILD TO SUIT AGREEMENT is made and
entered into effective as of 9th day of October, 2003, by and between NAVARRE
CORPORATION, a Minnesota corporation (the "Seller") and NL VENTURES IV, L.P., a
Texas limited partnership (the "Buyer").

WHEREAS, Seller and Buyer previously entered into that certain Sale, Purchase
and Build to Suite Agreement having an Effective Date of August 14, 2003 (the
"Purchase Agreement") relating to that certain real property located in New
Hope, Minnesota; and

WHEREAS, the Seller and Buyer have agreed to amend the Purchase Agreement as set
forth in this First Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer hereby amend the
Purchase Agreement as follows:

         1.       ADDITION OF EXHIBIT E. The attached Exhibit E, Landlord's
                  Waiver and Consent, is hereby made a part of the Purchase
                  Agreement. The parties acknowledge and agree that at Closing
                  the Buyer or its assigns, as Landlord, shall execute the
                  Landlord Waiver and Consent in the form attached to this First
                  Amendment as Exhibit E.

         2.       AMENDMENT TO ARTICLE 16, REVIEW PERIOD. The first sentence of
                  Article 16 is hereby deleted in its entirety and replaced with
                  the following: "For the purposes of this Agreement, the term
                  "Review Period" shall mean the period of time commencing on
                  the Effective Date and expiring on October 28, 2003."

         3.       EFFECT ON PURCHASE AGREEMENT. Except as amended by this First
                  Amendment, all of the terms and conditions of the Purchase
                  Agreement shall continue in full force and effect.

         4.       COUNTERPART EXECUTIONS EFFECTIVENESS. This First Amendment may
                  be executed in counterparts, each of which shall be deemed an
                  original but all of which, taken together, shall constitute
                  one in the same instrument.

           [REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date stated above.

                           SELLER:

                           NAVARRE CORPORATION,
                           a Minnesota corporation

                           By:
                              --------------------------------------------------
                           Name:
                                ------------------------------------------------
                           Title:
                                 -----------------------------------------------

                           PURCHASER:

                           NL VENTURES IV, L.P., a Texas limited
                           partnership

                           By:      AIC NET LEASE MANAGEMENT IV,
                                    L.P., a Texas limited partnership, its sole
                                    General Partner

                                    By:      AIC OPCO IV, L.L.C.
                                             a Texas limited liability company,
                                             its sole General Partner
                                             -----------------------------------
                                             Peter S. Carlsen, President



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                                    EXHIBIT E
                          Landlord's Waiver and Consent

THIS LANDLORD'S WAIVER AND CONSENT ("Waiver and Consent") is made and entered
into as of this _____ day of ___________________ by and between
____________________ ("Landlord"), and GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as agent ("Agent") for the lenders (collectively,
"Lenders") from time to time party to the Credit Agreement described below.

         A.       Landlord is the owner of the real property commonly known as
                  ________________________ (the "Premises").

         B.       Landlord has entered into that certain Lease Agreement dated
                  __________ (together with all amendments and modifications
                  thereto and waivers thereof, the "Lease") with Navarre
                  Corporation, a Minnesota corporation ("Company"), with respect
                  to the Premises.

         C.       Agent and Lenders have previously entered or are about to
                  enter into a Credit Agreement with Company, and to secure the
                  obligations arising under such Credit Agreement, Company has
                  granted to Agent, for its own benefit and the ratable benefit
                  of Lenders, a security interest in and lien upon certain
                  assets of Company, including, without limitation, all of
                  Company's cash, cash equivalents, goods, inventory, machinery,
                  equipment, and furniture and trade fixtures (such as equipment
                  bolted to floors), together with all additions, substitutions,
                  replacements and improvements to, and proceeds of, the
                  foregoing, but excluding all of the buildings, structures,
                  fixtures, facilities, installations and other improvements of
                  every kind and description now or hereafter in, on, over and
                  under the Premises and all plumbing, gas, electrical,
                  ventilating, lighting and other utility systems, ducts, hot
                  water heaters, oil burners, domestic water systems, elevators,
                  escalators, canopies, air conditioning systems and all other
                  building systems and fixtures attached to or comprising a part
                  of the buildings, including, but not limited to, all other
                  building systems and fixtures necessary to the operation of
                  the buildings (but not excluding any or all personal property
                  now or hereafter belonging to Company) (collectively, the
                  "Collateral").

NOW, THEREFORE, in consideration of any financial accommodations extended by
Lenders to Company at any time, and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

         1.       Landlord acknowledges that (a) the Lease is in full force and
                  effect and (b) Landlord is not aware of any existing default
                  under the Lease.

         2.       Landlord will use its best efforts to provide Agent with
                  written notice (a "Default Notice") of any default by Company
                  under the Lease resulting in (i) termination of the Lease or
                  (ii) the repossession of the Premises and/or removal of the
                  Company from the Premises. Agent shall have at least 15 days
                  following receipt of such Default Notice to cure such default,
                  but neither Agent nor any Lender shall be under any obligation
                  to cure any default by


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                  Company under the Lease. No action by Agent or any Lender
                  pursuant to this Waiver and Consent shall be deemed to be an
                  assumption by Agent or Lenders of any obligation under the
                  Lease, and, except as provided in paragraphs 6 and 7 below,
                  Agent shall not have any obligation to Landlord.

         3.       Landlord acknowledges the validity of Agent's lien on the
                  Collateral and, until such time as the obligations of Company
                  to Lenders are indefeasibly paid in full, Landlord waives any
                  interest in the Collateral and agrees not to distrain or levy
                  upon any Collateral or to assert any landlord lien, right of
                  distraint or other claim against the Collateral for any
                  reason.

         4.       Landlord agrees that any Collateral bolted to the floor shall
                  not be deemed a fixture or part of the real estate but shall
                  at all times be considered personal property.

         5.       Prior to (i) a termination of the Lease or (ii) repossession
                  of the Premises and/or removal of the Company from the
                  Premises, Agent or its representatives or invitees may enter
                  upon the Premises at any time without any interference by
                  Landlord to inspect or remove any or all of the Collateral,
                  including, without limitation, by public auction or private
                  sale pursuant to the provisions of paragraph 7 below. Agent
                  will be responsible for repair of all damages to the premises
                  caused by the Agent's removal of the Collateral from the
                  premises.

         6.       Upon (i) a termination of the Lease or (ii) repossession of
                  the Premises and/or removal of the Company from the Premises,
                  Landlord will permit Agent and its representatives and
                  invitees to occupy and remain on the Premises; provided, that
                  (a) such period of occupation (the "Disposition Period") shall
                  not exceed up to 120 days following receipt by Agent of a
                  Default Notice or, if the Lease has expired by its own terms
                  (absent a default thereunder), up to 30 days following Agent's
                  receipt of written notice of such expiration, (b) for the
                  actual period of occupancy by Agent, Agent will pay to
                  Landlord the basic rent due under the Lease pro-rated on a per
                  diem basis determined on a 30-day month, and shall provide and
                  retain liability and property insurance coverage, electricity
                  and heat to the extent required by the Lease, and (c) such
                  amounts paid by Agent to Landlord shall exclude any rent
                  adjustments, indemnity payments or similar amounts for which
                  the Company remains liable under the Lease for default,
                  holdover status or other similar charges. If any injunction or
                  stay is issued that prohibits Agent from removing the
                  Collateral and there is also an injunction or stay which
                  prohibits Landlord from terminating the Lease, repossessing
                  the Premises or removing the Company from the Premises, the
                  commencement of the Disposition Period will be deferred until
                  such injunction or stay is lifted or removed.

         7.       During any Disposition Period, (a) Agent and its
                  representatives and invitees may inspect, repossess, remove
                  and otherwise deal with the Collateral, and Agent may
                  advertise and conduct public auctions or private sales of the



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                  Collateral at the Premises, in each case without interference
                  by Landlord or liability of Agent or any Lender to Landlord so
                  long as Agent fulfills its obligations hereunder, and (b)
                  Agent shall make the Premises available for inspection by
                  Landlord and prospective tenants and shall cooperate in
                  Landlord's reasonable efforts to re-lease the Premises. If
                  Agent conducts a public auction or private sale of the
                  Collateral at the Premises, Agent shall use reasonable efforts
                  to notify Landlord first and to hold such auction or sale in a
                  manner which would not unduly disrupt Landlord's or any other
                  tenant's use of the Premises.

         8.       Agent shall promptly repair, at Agent's expense, or reimburse
                  Landlord for any physical damage to the Premises actually
                  caused by the conduct of such [auction or] sale and any
                  removal of Collateral by or through Agent (ordinary wear and
                  tear excluded). Neither Agent nor any Lender shall be liable
                  for any diminution in value of the Premises caused by the
                  absence of Collateral removed, and neither Agent nor any
                  Lender shall have any duty or obligation to remove or dispose
                  of any Collateral or any other property left on the Premises
                  by Company.

         9.       All notices hereunder shall be in writing, sent by certified
                  mail, return receipt requested or by telecopy with verified
                  receipt, to the respective parties and the addresses set forth
                  on the signature page or at such other address as the
                  receiving party shall designate in writing.

         10.      This Waiver and Consent may be executed in any number of
                  several counterparts, shall be governed and controlled by, and
                  interpreted under, the laws of the State of Minnesota, and
                  shall inure to the benefit of Agent and its successors and
                  assigns and shall be binding upon Landlord and its successors
                  and assigns (including any transferees of the Premises).



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IN WITNESS WHEREOF, this Landlord's Waiver and Consent is entered into as of the
date first set forth above.


                                          "LANDLORD"

                                          ---------------------



                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------


                                          --------------------------------------

                                          --------------------------------------
                                          Attention:
                                                    ----------------------------
                                          Telephone:
                                                    ----------------------------
                                          Facsimile:
                                                    ----------------------------


                                          "AGENT"

                                          GENERAL ELECTRIC CAPITAL
                                          CORPORATION, AS AGENT


                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------
                                          Its:    Duly Authorized Signatory

                                          --------------------------------------

                                          --------------------------------------

                                          Attention:
                                                    ----------------------------
                                          Telephone:
                                                    ----------------------------
                                          Facsimile:
                                                    ----------------------------


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