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                                                                   EXHIBIT 10.48

                    THIRD AMENDMENT TO OFFICE/WAREHOUSE LEASE


         THIS THIRD AMENDMENT TO OFFICE/WAREHOUSE LEASE is made effective as of
the February 23, 2004, by and between Cambridge Apartments, Inc., a Minnesota
corporation ("Lessor"), and Navarre Corporation, a Minnesota corporation
("Lessee").

         WHEREAS, Lessor and Lessee entered into a certain Office/Warehouse
Lease dated April 1, 1998, as subsequently amended by that certain First
Amendment to Lease dated April 1, 1998, as subsequently amended by that certain
Second Amendment to Office/Warehouse Lease dated effective as of July 14, 2003
(collectively, the "Lease") pursuant to which Lessor leased to Lessee certain
premises located in the City of New Hope (the "City"), County of Hennepin, State
of Minnesota consisting of approximately 86,430 square feet of office and
warehouse space, commonly described as the Navarre Building, and located at 7400
49th Avenue North, New Hope, Minnesota (the "Demised Premises"); and

         WHEREAS, Lessee has requested, and Lessor has consented, to Lessee
adding an additional door to the Demised Premises at the location set forth and
described in the attached Exhibit A and described as "Door 120BB", attached
hereto and made a part of this Third Amendment on the terms and subject the
conditions hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

         1. New Door. Lessor consents to the construction of the new door
(depicted as "North Door #120BB") (the "New Door") to the Demised Premises in
accordance with the location depicted on the attached Exhibit A as an authorized
tenant improvement pursuant to the Lease to be treated as part of the Building
in the Demised Premises.

         2. Construction of New Door. Lessee agrees to construct the New Door at
its sole cost and expense in accordance with all laws, ordinances, governmental
regulations and insurance requirements affecting the Demised Premises.

         3. Escrow for New Door. Lessee agrees that as consideration for Lessor
permitting the New Door, Lessee shall be obligated to remove the New Door within
thirty days after the earlier termination or expiration of the Lease.
Contemporaneously with the execution of this Third Amendment Lessee shall
deposit with Lessor the sum of $15,000 ("New Door Security Deposit"), receipt of
which is hereby acknowledged by Lessor, to be held by Lessor for the faithful
payment and performance by Lessee of its obligation to remove the New Door
required by this Paragraph 3 Lessor shall credit simple interest ( no
compounding) on the New Door Security Deposit each year in an amount equal to
the federal prime rate of interest then in effect as of January 1st each year
and shall provide Lessee with a copy of the interest accrued and credited
annually by February 15th of each year showing the interest accrued for the
prior year (e.g., for interest earnings for 2004 on the initial $15,000 deposit
Lessor shall take the prime rate of interest in effect as of January 1, 2004 and
that interest rate shall be applied for the $15,000 and credited as interest for
the period between the date of this Third Amendment and December 31, 2004 and a
copy of the interest earned shall be sent to Lessee by February 15, 2005).
Lessor may co-mingle such deposit with Lessor's own funds. In the event that
Lessee fails to remove the New Door and repair the Demised Premises to the
condition as existed prior


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to the removal of the New Door, normal wear, tear and casualty excepted, then
Lessor shall be entitled, at its option, to use the New Door Security Deposit to
complete the removal of the New Door and repair of the Demised Premises. Any
funds remaining of the New Door Security Deposit, plus interest accrued thereon
after the removal and repair is completed shall belong to Lessee. If Lessor
incurs costs due to Lessee' failure to perform that are in excess of the New
Door Security Deposit then Lessee shall be obligated to reimburse Lessor for the
same within ten (10) days of receipt of a written invoice reflecting and
substantiating the costs. As long as Lessee performs the removal and repairs
then Lessor shall return the New Door Security Deposit and all interest accrued
thereon shall be released to Lessee when the Lease is terminated or has
otherwise expired by its terms.


         4. Continuation. Except as otherwise expressly amended hereby, the
terms and provisions of the Lease shall remain in full force and effect.


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         IN WITNESS WHEREOF, Lessor and Lessee have caused this Third Amendment
to Office/Warehouse Lease to be executed and delivered effective as of the date
first above written.

                                          LESSOR:
                                          CAMBRIDGE APARTMENTS, INC.


                                         By:
                                             ----------------------------------
                                             Its:
                                                  -----------------------------

                                          LESSEE:
                                          NAVARRE CORPORATION

                                         By:
                                             ----------------------------------
                                             Its:
                                                  -----------------------------


[Signature Page to Third Amendment to Lease Agreement between Navarre
Corporation and Cambridge Apartments, Inc.]


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                                    EXHIBIT A
                            (NEW DOOR PLAN - ATTACHED)

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