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EXHIBIT #10.12.5

             LIMITED CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT

This LIMITED CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Consent and
Amendment") is entered into as of this 23 day of October, 2003, by NAVARRE
CORPORATION, a Minnesota corporation ("Borrower"), GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as agent (the "Agent") for itself and the
Lenders under and as defined in the Credit Agreement (as hereinafter defined),
and the Lenders. Unless otherwise specified herein, capitalized terms used in
this Consent and Amendment shall have the meanings ascribed to them by the
Credit Agreement (as hereinafter defined).

                                    RECITALS

WHEREAS, the Borrower, the Agent and the Lenders have entered into that certain
Credit Agreement, dated as of October 3, 2001 (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit Agreement"); and

WHEREAS, the Borrower, Agent and the Lenders desire to amend certain provisions
of the Credit Agreement as herein set forth, and Agent and Lenders desire to
provide the limited consent as herein set forth.

NOW THEREFORE, in consideration of the foregoing recital, mutual agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Agent, and
Lenders hereby agree as follows:

1 LIMITED CONSENT. Pursuant to Section 11.2 of the Credit Agreement, and subject
to the conditions set forth in Section 3 below, the Agent and the Lenders hereby
consent and agree to the release by Agent of the Mortgage granted to Agent by
Borrower with respect to the Minnesota Real Estate and agree that Agent shall
deliver to Borrower a duly executed mortgage release and related UCC-3
termination statement for filing by Borrower promptly upon satisfaction of the
conditions set forth in Section 3 below.

2 AMENDMENTS TO CREDIT AGREEMENT.

         2.1 Subsection 1.3(b)(ii) of the Credit Agreement is hereby amended by
adding the following sentence at the end thereof:

                           "Notwithstanding anything herein to the contrary,
                  proceeds from the sale-leaseback of the Minnesota Facility
                  shall be applied to repay the Indebtedness incurred by
                  Borrower under the Construction Loan Agreement and to the
                  extent such Indebtedness have been repaid in full, such
                  proceeds shall be applied in accordance with Section 1.3(c)
                  hereof."

         2.2 Subsection (a) of Section 6.3 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:

                  "6.3. Indebtedness.

                           (a) No Credit Party shall create, incur, assume or
                  permit to exist any Indebtedness, except (without duplication)
                  (i) Indebtedness secured by purchase

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                  money security interests and Capital Leases permitted in
                  Section 6.7(c), (ii) the Loans and the other Obligations,
                  (iii) unfunded pension fund and other employee benefit plan
                  obligations and liabilities to the extent they are permitted
                  to remain unfunded under applicable law, (iv) existing
                  Indebtedness described in Disclosure Schedule (6.3) and
                  refinancings thereof or amendments or modifications thereof
                  that do not have the effect of increasing the principal amount
                  thereof or changing the amortization thereof (other than to
                  extend the same) and that are otherwise on terms and
                  conditions no less favorable to any Credit Party, Agent or any
                  Lender, as determined by Agent, than the terms of the
                  Indebtedness being refinanced, amended or modified, (v)
                  Indebtedness permitted pursuant to Section 6.2(j) hereof, (vi)
                  Indebtedness of Encore Acquisition to the Borrower in an
                  aggregate amount not to exceed $7,200,000, Indebtedness of
                  Borrower to Encore Acquisition pursuant to Section 5 of the
                  Amendment No. 1 to Encore Purchase Agreement in an aggregate
                  principal amount not to exceed $1,150,000; provided that, no
                  Credit Party (other than Encore Acquisition) shall guarantee,
                  grant liens on its assets (including, without limitation, the
                  equity interests in Encore Acquisition) to secure, or
                  otherwise be directly or indirectly liable for any such
                  Indebtedness or related obligations, and (vii) Indebtedness
                  incurred by Borrower under the Construction Loan Agreement in
                  an aggregate principal amount not to exceed $4,550,000."

         2.3 Section 6.7 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:

                  "6.7 Liens. No Credit Party shall create, incur, assume or
                  permit to exist any Lien on or with respect to its Accounts or
                  any of its other properties or assets (whether now owned or
                  hereafter acquired) except for (a) Permitted Encumbrances; (b)
                  Liens in existence on the date hereof and summarized on
                  Disclosure Schedule (6.7) securing Indebtedness described on
                  Disclosure Schedule (6.3) and permitted refinancings,
                  extensions and renewals thereof, including extensions or
                  renewals of any such Liens; provided that the principal amount
                  so secured is not increased and the Lien does not attach to
                  any other property; (c) Liens created after the date hereof by
                  conditional sale or other title retention agreements
                  (including Capital Leases) or in connection with purchase
                  money Indebtedness with respect to Equipment and Fixtures
                  acquired by any Credit Party in the ordinary course of
                  business, involving the incurrence of an aggregate amount of
                  purchase money Indebtedness and Capital Lease Obligations of
                  not more than $250,000 outstanding at any one time for all
                  such Liens (provided that such Liens attach only to the assets
                  subject to such purchase money debt and such Indebtedness is
                  incurred within 20 days following such purchase and does not
                  exceed 100% of the purchase price of the subject assets), and
                  (d) Liens in favor of The Business Bank on the Minnesota Real
                  Estate and related assets pursuant to the Construction
                  Mortgage solely to secure Indebtedness permitted pursuant to
                  Section 6.3(a)(vii) hereof. In addition, no Credit Party shall
                  become a party to any agreement, note, indenture or
                  instrument, or take any other action, that would prohibit the
                  creation of a Lien on any of its properties or other assets in
                  favor of Agent, on behalf of itself and Lenders, as additional
                  collateral


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                  for the Obligations, except operating leases, Capital Leases
                  or Licenses which prohibit Liens upon the assets that are
                  subject thereto."

         2.4 Section 6.12 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:

                  "6.12 Sale-Leasebacks. No Credit Party shall engage in any
          sale-leaseback, synthetic lease or similar transaction involving any
          of its assets; provided that Borrower may engage in a sale-leaseback
          transaction with respect to the Minnesota Facility pursuant to the
          Minnesota Sale-Leaseback Documents, as long as Agent shall have
          received certified copies of all documents governing or evidencing
          such transaction, including, without limitation, a landlord waiver, in
          form and substance reasonably satisfactory to Agent, prior to
          consummation of such transaction."

         2.5 Section 6.18 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:

"6.18 Leases; Real Estate Purchases. Except as otherwise permitted in Section
6.1 in connection with a Permitted Acquisition and except for the lease of the
Minnesota Facility pursuant to the Minnesota Sale-Leaseback Documents, no Credit
Party shall enter into any operating lease for Equipment or Real Estate, if the
aggregate of all such operating lease payments payable in any year for Borrowers
on a consolidated basis would exceed $250,000. Except as otherwise permitted in
Section 6.1 in connection with a Permitted Acquisition, no Credit Party shall
purchase a fee simple ownership interest in Real Estate."

         2.6 Section 6 of the Credit Agreement is hereby amended by adding the
following new Subsection 6.19 at the end thereof:

                  "Section 6.19 Amendments. The Borrower shall not enter into
                  any amendment, supplement, restatement, other modification or
                  waiver with respect to any of the Construction Loan Documents
                  or the Minnesota Sale-Leaseback Documents without the prior
                  written consent of Agent."

         2.7 Annex A to the Credit Agreement is hereby amended by adding the
following new definitions thereto in the applicable alphabetical locations:

         ""Construction Loan Agreement" means that certain Construction Loan
         Agreement, dated as of October _____, 2003, between The Business Bank
         and Borrower (as amended, restated or otherwise modified from time to
         time).

         "Construction Loan Documents" means the Construction Loan Agreement,
         the Construction Mortgage and all other agreements, instruments,
         documents and certificates executed and delivered in connection with
         the Construction Loan Agreement or the transactions contemplated
         thereby. Any reference in this Agreement or any other Loan Document to
         a Construction Loan Document shall include all appendices, exhibits or
         schedules thereto, and all amendments, restatements, supplements or
         other modifications thereto, and shall refer to such Construction Loan
         Document as the same may be in effect at any and all times such
         reference becomes operative.

         "Construction Mortgage" means the Construction Mortgage as in effect on
         October __, 2003 and as amended or otherwise modified in a manner
         permitted hereunder.



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         "Minnesota Facility" means the office/warehouse facility to be
         constructed on the Minnesota Real Estate.

          "Minnesota Real Estate" means the Real Estate owned by Borrower
         located in the County of Hennepin and the State of Minnesota and as
         further described on (1)Exhibit A hereto.

         "Minnesota Sale-Leaseback Documents" means that certain Sale, Purchase
         and Build to Suit Agreement, dated as of _______, 2003 between
         Borrower, as seller and NL Ventures IV, L.P., as buyer, and all other
         agreements, instruments, documents and certificates executed and
         delivered in connection therewith, as in effect as of the date hereof
         and as amended or otherwise modified in a manner permitted hereunder."

3 EFFECTIVENESS. The effectiveness of this Consent and Amendment is subject to
the satisfaction of the following conditions precedent:

         3.1 this Consent and Amendment shall have been duly executed and
delivered by Borrower, Agent and each Lender;

         3.2 the Agent shall have received a certified copy of the Construction
Loan Documents and the Minnesota Sale-Leaseback Documents, and the Construction
Loan Documents and the Minnesota Sale-Leaseback Documents shall be in form and
substance satisfactory to Agent; and

         3.3 The representations and warranties contained herein shall be true
and correct in all respects.

4 REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and each Lender
to enter into this Consent and Amendment, the Borrower hereby represents and
warrants to the Agent and each Lender, which representations and warranties
shall survive the execution and delivery of this Consent and Amendment, that:

         4.1 all of the representations and warranties contained in the Credit
Agreement and in each Loan Document are true and correct as of the date hereof
after giving effect to this Consent and Amendment, except to the extent that any
such representations and warranties expressly relate to an earlier date;

         4.2 the execution, delivery and performance by the Borrower of this
Consent and Amendment has been duly authorized by all necessary corporate action
required on its part and this Consent and Amendment, and the Credit Agreement as
amended by this Consent and Amendment, is the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms, except as its enforceability may be affected by the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of creditors
generally;

         4.3 Neither the execution, delivery and performance of this Consent and
Amendment by Borrower, the performance by Borrower of the Credit Agreement as
amended by this Consent and Amendment nor the consummation of the transactions
contemplated hereby does or shall

---------------
1        LEGAL DESCRIPTION OF MINNESOTA REAL ESTATE TO BE PROVIDED BY BORROWER
         AND ATTACHED AS EXHIBIT A HERETO.

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contravene, result in a breach of, or violate (i) any provision of any Credit
Party's certificate or articles of incorporation or bylaws or other similar
documents, or agreements, (iii) any law or regulation, or any order or decree of
any court or government instrumentality, or (iii) any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which any Credit Party or any
of its Subsidiaries is a party or by which any Credit Party or any of its
Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived herein or by a written waiver
document, a copy of which has been delivered to Agent on or before the date
hereof; and

         4.4 No Default or Event of Default has occurred and is continuing.

5 REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

         5.1 Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed; and

         5.2 The consent and amendments set forth herein are effective solely
for the purposes set forth herein and shall be limited precisely as written, and
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of any other term or condition of the Credit Agreement or any other Loan
Document, (ii) operate as a waiver or otherwise prejudice any right, power or
remedy that the Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or any other Loan Document or
(iii) constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein. Upon the effectiveness of
this Consent and Amendment, each reference in the Credit Agreement to "this
Agreement", "herein", "hereof" and words of like import and each reference in
the Credit Agreement and the Loan Documents to the Credit Agreement shall mean
the Credit Agreement as amended hereby. This Consent and Amendment shall be
construed in connection with and as part of the Credit Agreement.

6 COSTS AND EXPENSES. As provided in Section 11.3 of the Credit Agreement, the
Borrower agrees to reimburse Agent for all fees, costs, and expenses, including
the reasonable fees, costs, and expenses of counsel or other advisors for
advice, assistance, or other representation in connection with this Consent and
Amendment.

7 GOVERNING LAW. THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

8 HEADINGS. Section headings in this Consent and Amendment are included herein
for convenience of reference only and shall not constitute part of this Consent
and Amendment for any other purposes.

9 COUNTERPARTS. This Consent and Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

                            (signature page follows)




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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited
Consent and Amendment No. 5 to Credit Agreement as of the date first written
above.

                                    BORROWER:

                                    NAVARRE CORPORATION

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

                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION, AS AGENT AND LENDER

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




   [Signature Page to Limited Consent and Amendment No. 5 to Credit Agreement]


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                                     CONSENT

The undersigned hereby (i) acknowledges receipt of and consents to the Limited
Consent and Amendment No. 5 to Credit Agreement (the "Consent and Amendment"),
(ii) ratifies and confirms each Loan Document, including, without limitation,
the guaranty and the security agreement to which it is a party, and (iii)
acknowledges and agrees that after giving effect to the Consent and Amendment,
each of the Loan Documents to which it is a party is and shall remain in full
force and effect in accordance with the terms thereof.

                                    ENCORE SOFTWARE, INC.


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


   [Signature Page to Limited Consent and Amendment No. 5 to Credit Agreement]


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                                    EXHIBIT A

                                LEGAL DESCRIPTION
                                       OF
                              MINNESOTA REAL ESTATE



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