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                                                                   EXHIBIT 10.49

                  FOURTH AMENDMENT TO OFFICE / WAREHOUSE LEASE


This FOURTH AMENDMENT TO OFFICE / WAREHOUSE LEASE is made effective as of the __
of June, 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,
as subsequently amended by that certain Third Amendment to Office/Warehouse
Lease effective as of February 23, 2003, as subsequently amended by that certain
Addendum, extending the term of the lease to June 30, 2019, effective May 27,
2004 (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's
undertaking the Improvements to the Premises including a) replacing all carpet
on 1st and 2nd floors of the Office portion of the Premises, b) removing the SE
entry vestibule, including the exterior doors and replacing same with curtain
wall similar to the SW corner of the building, and c) converting a portion of
the lunchroom into office space as set forth and described in the attached
Exhibit A and described as "Existing Lunch Room: Option 4", attached hereto and
made a part of this Fourth 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. Improvements to the Premises.

          a.   New Carpet. Replacement of carpet on the 1st and 2nd floors of
               the Office portion of the Premises, with carpet of a quality
               equal to the existing carpet. The carpet is the same as in the
               adjacent 7600 building.

          b.   Removal of SE Entry. Removal of the SE Entry to include removal
               of the interior vestibule, removal of exterior doors and
               in-filling same with curtain wall similar to the SW corner of the
               building. Stone flooring will remain, but will be covered with
               carpet. Removal of soffit above entry vestibule and configuration
               of ceiling, HVAC distribution and lighting locations. See
               attached Exhibit A labeled "Floor Plan of SE Entry".

          c.   Conversion of Lunch Room. Conversion of the lunch room to vending
               and office space by constructing a demising wall as shown on the
               attached plan labeled Lunchroom conversion. The conversion will
               also include the reconfiguration of the ceiling, HVAC
               distribution and lighting, removing built in cabinetry,
               installing new carpet, wall finishes and electrical outlets. See
               attached Exhibit B labeled "Plan of Lunchroom"

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


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     3. Escrow for the Removal of SE Entry. Lessee agrees that as consideration
for Lessor permitting the Removal of SE Entry, Lessee shall be obligated to
restore the SE Entry including, remove the exterior curtain wall and replace the
interior vestibule, stone flooring an reconfigure the ceiling, HVAC and lighting
to the original configuration within thirty days after the earlier termination
or expiration of the Lease. Contemporaneously with the execution of this FOURTH
AMENDMENT TO OFFICE / WAREHOUSE LEASE Lessee shall deposit with Lessor the sum
of $15,000 ("Removal of SE Entry 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 restore the SE Entry required by this
Paragraph 3 Lessor shall credit simple interest ( no compounding) on the Removal
of SE Entry 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 Approval 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 restore the
SE Entry and repair the Demised Premises to the condition as existed prior to
the removal of the SE Entry, normal wear, tear and casualty excepted, then
Lessor shall be entitled, at its option, to use the Removal of SE Entry Security
Deposit to complete the restoration of the SE Entry and repair of the Demised
Premises. The security deposits under the Second and Third Amendments to the
lease can be used to complete the restoration of the SE Entry, if needed. Any
funds remaining of the Removal of SE Entry Security Deposit, plus interest
accrued thereon after the restoration and repair is completed shall belong to
Lessee. If Lessor incurs costs due to Lessee' failure to perform that are in
excess of the Removal of SE Entry 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 restoration and repairs then Lessor shall return the Removal of SE
Entry 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. Reimbursement. The reimbursement of Lessor's fees and expenses provided
for in Exhibit B of the Second Amendment to Office/Warehouse Lease shall apply
to this amendment and all previous amendments to the lease.


     5. Continuation. Except as otherwise expressly stated herein, the terms and
provisions of the Lease shall remain in full force and effect.


          IN WITNESS WHEREOF, Lessor and Lessee have caused this FOURTH
AMENDMENT TO OFFICE / WAREHOUSE LEASE to be executed and delivered effective as
of the date first above written.

                                           LESSOR:
                                           CAMBRIDGE APARTMENTS, INC.


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


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                                           LESSEE:
                                           NAVARRE CORPORATION

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


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                                    EXHIBIT A
                             FLOOR PLAN OF SE ENTRY


                                    (GRAPHIC)

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                                    EXHIBIT B
                                PLAN OF LUNCHROOM


                                    (GRAPHIC)


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