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                                                                    EXHIBIT 10.2

                              SECOND AMENDMENT TO
                                   TERM NOTE

     This SECOND AMENDMENT TO TERM NOTE (this "Amendment"), dated March 30,
2001, is made and entered into by and between NetRadio Corporation, a Minnesota
corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation
(the "Lender").

     WHEREAS, on October 14, 1999, the Borrower issued a Term Note to Lender in
the principal sum of Nine Million Five Hundred Ninety-Six Thousand Eight
Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Initial Term
Note").

     WHEREAS, on March 26, 2001, the Borrower and Lender amended the Term Note
by entering into a First Amendment to Term Note (the Initial Term Note, as
amended by the First Amendment to Term Note, being hereinafter referred to as
the Term Note).

     WHEREAS, the parties hereto desire to amend the Term Note in order to
extend the maturity date in accordance with the terms and conditions hereof.

     NOW, THEREFORE, in consideration of these premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   Amendment. The second sentence of the Term Note is hereby deleted and
replaced in its entirety by the following sentence:

          "The principal balance hereof, plus accrued interest thereon, shall
          be due and payable on the earlier of (i) March 31, 2002, or (ii) the
          occurrence of an "Event of Default" (as hereinafter defined) (the
          earlier of said dates hereinafter referred to as (the "Maturity
          Date")."

     2.   Affirmation of Term Note, Further References. Lender and Borrower each
acknowledge and affirm that the Term Note, as hereby amended, is hereby ratified
and confirmed in all respects and all terms, conditions and provisions of the
Term Note, except as amended by this Amendment, shall remain unmodified and in
full force and effect. All references in any document or instrument to the Term
Note are hereby amended and shall refer to the Term Note as amended by this
Amendment.

     3.   Governing Law. The internal law, without regard to conflicts of laws
principles, of the State of Minnesota will govern all questions concerning the
construction, validity and interpretation of this Amendment.

     4.   Counterparts. This Amendment may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same instrument.

     5.   Defined Terms. Capitalized terms used herein but not defined herein
shall have the meaning ascribed to them in the Term Note.



                                                   Second Amendment to Term Note
                                                                  Execution Copy
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     6.   Merger and Integration, Superseding Effect. This Amendment, from and
after the date hereof, embodies the entire agreement and understanding between
the parties hereto and supersedes and has merged into this Amendment all prior
oral and written agreements on the same subjects by and between the parties
hereto with the effect that this Amendment, shall control with respect to the
specific subjects hereof and thereof.






















                                                   Second Amendment to Term Note
                                                                  Execution Copy

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.


                                            NETRADIO CORPORATION

                                            By /s/ Michael P. Wise
                                               --------------------------
                                               Name:  Michael P. Wise
                                               Title: CFO

                                            NAVARRE CORPORATION

                                            By /s/ Charles Cheney
                                               --------------------------
                                               Name:  Charles Cheney
                                               Title: Vice Chairman & SVP




                                                   Second Amendment to Term Note
                                                                  Execution Copy