MANUFACTURING AGREEMENT

                              (CD/CS/VINYWIDEO/DVD)

  JANUARY 18, 2001

  Dear Bodyguard Records.com, Inc.:


  We have developed a manufacturing service for the labels and publishers that
  we distribute exclusively on a national basis. We have contracted with
  manufacturers that can duplicate recordings on cassettes, compact discs,
  CD-ROM and DVD. If you choose to participate in this service the only cost to
  you, in addition to the final cost of duplication and production, is a seven
  percent administration fee applied to manufacturers final invoice. Our policy
  is to manufacture only sku's which we distribute through our National
  Distribution and Warehousing Agreement. However, we reserve the right to
  review special projects on a case by case basis. In the event we agree to
  manufacture any sku not being distributed by us an additional 15% fee will be
  added to the manufacturing invoice. NAVARRE RESERVES THE RIGHT TO SUSPEND ALL
  MANUFACTURING FOR ANY LABEL/PUBLISHER WHOSE PAVABLES ARE IN DEBIT BALANCE PAST
  THE 60 DAY DUE DATE. Our manufacturing coordinator will act as a liaison among
  you, us and the duplicating manufacturer.

           1. YOUR UNDERTAKING.

               (a)  You will produce and provide the selected manufacturer with:
                    (i) duplication masters; (ii) film for CD IMPRINTING; (III)
                    film or copy for cassette imprinting; (iv) all artwork
                    design; (v) and all printed materials included in the
                    finished recorded products.

               (b)  You agree that you will issue orders to us for the
                    duplication of the master recordings. You understand that
                    our current MANUFACTURING CONTRACT requires new orders of
                    compact discs to be at least 1,000 units, with reorders of
                    at least 500 units. Minimum order quantities under our
                    current cassette manufacturing agreement are 300 units for
                    new orders, and 200 units for reorders. These orders will be
                    shipped to us for inclusion in your inventory and held in
                    our warehouse.

               (c)  You will pay us net 75 days, from the date of the shipment
                    to us from the manufacturer.

               (d)  You agree that 100 percent of your overall production
                    requirements will be covered by this agreement.


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      (e)   You understand that we may, at our reasonable and in good faith
            discretion, establish credit limits for your orders.

  2.  OUR UNDERTAKING. We will contract with competent and ethical manufacturers
      that will promptly duplicate your master recordings. Our manufacturers, in
      accordance with industry standards, may do up to 10% in overruns. Your
      current pricing, excluding administration cost (7(degree),%), is found on
      Exhibits A. B and C to this agreement. We will include the substance of
      the following provisions in our contracts with the manufacturers to
      protect your interests.

      (a)   The work of the manufacturer shall be of first-class quality and
            shall be performed promptly and in compliance with the instructions
            contained in our purchase orders.

      (b)   We shall have the right to be present at the manufacturing facility
            during the manufacturing process in order to determine that quality
            standards are being maintained.

      (c)   Defective product (exceeding 1 % of production) shall be replaced or
            credited to your account at your option. Significant quality
            problems, identified by you or us, or by customers may result in the
            recall of an entire production run. The manufacturer agrees to treat
            the whole run as defective because of the adverse impact for you,
            us, the artists, and retail outlets should defective merchandise
            FIND ITS WAY INTO THE HANDS OF CONSUMERS.

      (d)   Navarre, its labels or their representatives may audit the records
            of the manufacturer, upon reasonable notice, to ensure compliance
            with the manufacturing contract. You shall have the right, upon
            reasonable prior notice, to inspect and copy our books and records
            at our usual place of business insofar as they relate to this
            agreement. In addition, we agree to provide you with this right of
            inspection and audit, as aforesaid, with respect to the books and
            records of the manufacturers) with which we contract for the purpose
            of this agreement. Information supplied for review and audit will be
            relative only to manufacturing and duplication for your product.

     (e)  Title to all the master recordings shall at all times reside with its
          owners.

     (f)  You have the right, at any time, to require the manufacturer to
          immediately return any or all master recordings.


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      (g)  The manufacturer shall take all necessary precautions to avoid damage
           or loss of the master recordings. The manufacturer will insure the
           master recordings, for our and your benefit.

      (h)  The manufacturer will acknowledge and agree that the master
           recordings contain protectable works, and it will protect these works
           from bootlegging, unauthorized use and copying, to the best of its
           ability. This representation is given for your and our benefit as
           well as for the benefit of the artists and any others having
           interests in the works.

      (i) In the case of bootlegging or unauthorized duplication of master
          recordings the manufacturer, to the extent it is responsible for the
          problem, will indemnify you and all other parties having protectable
          interests in the works. In any such case, you shall have the right to
          direct the prosecution of any claim, action or suit at the
          manufacturer's expense.

      (j) Manufactured inventory will be insured by the manufacturer at it's
          sole cost and expense until such time as it arrives at Navarre's
          designated location at which time the insurance will be carried by
          Navarre at its sole expense.

     YOUR REPRESENTATIONS.

      (a)  The master recordings that you will provide us will not infringe upon
           any statutory or common law right, or infringe the right of privacy
           of any person, or contain any slanderous or libelous material or any
           material otherwise unlawful or in contravention of the rights of any
           person. You make this for our benefit and for the benefit of the
           manufacturers we have or will contract with.

  4. INSOLVENCY OR BANKRUPTCY.

      (a)   In case of our insolvency or that of manufacturer, we will contract
            to ensure you have the right to receive the master recordings upon
            request.

  5. TERM AND TERMINATION.

     (a)  This agreement shall take effect as of January 18, 2001 and shall
          continue in force until March 31, 2001 unless sooner terminated.

     (b)  You understand that our agreement with the manufacturers may be
          subject to termination or change without notice. However, they are
          typically two year agreements with typical termination provisions.


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     (c)  We have the absolute right to amend this agreement, to reflect changes
          in the terms of existing or future contracts we have with the
          manufacturers, by giving you written notice of the changes. Orders
          placed prior to our giving you notice of a price change will be
          produced at the existing prices, or you will have the right to cancel
          the order. If you don't agree with these changes you can terminate
          this agreement by giving us written notice. Notwithstanding the
          foregoing, we shall not charge you any price which is less favorable
          than the price received by us from the manufacturer.

     (d)  If either of us has breached an obligation herein, and having received
          14 days written notice of same and a demand to rectify the b:z!ach,
          having failed to rectify same to the satisfaction of the party giving
          the notice, the non-breaching party may terminate this agreement.

     6.   Your Understanding. You understand that the transactions covered by
          this agreement are meant to facilitate the sale of recorded optical
          media products by us for our mutual benefit. Accordingly, you agree
          that we will not be held responsible for delays or defective
          performance by the manufacturer. In no event will we be liable for
          damages for such delays or defective performance, including any
          special, incidental or consequential damages, even if we have
          knowledge of the possibility of such potential loss or damage.

     7.   Entire Agreement This letter sets forth our entire understanding. If
          the foregoing correctly sets forth our agreement, please so indicate
          below.


          NAVARRE CORPORATION


          /s/ James S. Chiado
          -------------------
          James S. Chiado
          Vice President/General Manager
          Independent Music Distribution Division



                                                  Confirmed and Accepted
                                                  Bodyguard Records.com, Inc.


                                                  /s/ John Rollo
                                                  ----------------
                                                  By

                                                  President
                                                  ----------------
                                                  Title


                                                  1-23-01
                                                  ----------------
                                                  Date


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                                    EXHIBIT A

[GTS Clear Shell, Chrome high bias tape (or equivalent), Imprinted, Artwork
Inserted, Clear Norelco, Cellophane Overwrap]

                     CASSETTE TYPE              UNIT PRICE
                     -------------              ----------

                         C-10                      $0.39
                         C-20                      $0.41
                         C-30                      $0.45
                         C-45                      $0.50
                         C-60                      $0.54
                         C-70                      $0.58
                         C-90                      $0.65

Freight to Navarre is paid by manufacturer on all orders of 5,000 units or more

          * These prices include: (i) Clear or Black Clear Norelco Box; (ii)
     Cassette Shell Imprinting; (iii) Card Insertion; and (iv) Shrink Wrap.
     Stickering is an additional $0.05 per unit. (Pricing for other tape lengths
     will be determined by extrapolation from these prices.) Freight charges are
     waived.

                         PROJECTED PRODUCTION LEAD TIMES

     Quoted lead times are dependent upon your providing the manufacturer with
     production components (film and copy for imprinting, artwork design and
     printed materials). ADD APPROXIMATELY FIVE DAYS FOR TRANSIT TIME.
     Production periods (including peak production season) are as follows: new
     orders are ready in 5-6 days; reorders are ready in 3-4 days. "FOR ORDERS
     REQUIRING HAND PACKAGING, HAND INSERTION, HAND STICKERING, ETC. PLEASE ADD
     AN ADDITIONAL 1-2 DAYS DEPENDING ON SIZE OF ORDER.

                   CURRENT PRICES FOR OPTICAL DISC DUPLICATION

     [Price listed includes Raw Disc, 3 color imprinting, packaged with
     insertion of printed materials in a shrink wrapped standard jewel box with
     tear strip, and top spining. Freight to Navarre is paid by manufacturer -
     an additional savings to you of approx. 6 cents per unit]

                            BASIC DUPLICATION CHARGE:


                    $0.71 per Disc** (Includes cost of raw CD, jewel box,
                    artwork insertion, top spine)

     **On-site glass mastering from DAT, EXABYTE, or 9 track tape master is
     included in this unit price.

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                                    EXHIBIT B

                                     Pricing

<TABLE>
<CAPTION>
<S>                                                        <C>
                        *Raw Disc:                         $.47
                        **Jewel Box:                       $.21
                        Top Spine Label:                   $.03
                        Stickers:                          $.O1 automated, $.02 hand applied
                        Hand Packing:                      $.OS per move
                        Clear Tray                         $.005

                        Mastering:                         Waived on Compact Discs
                        Mastering:                         Waived on CD-ROM orders over 1,000 units
                        Shipping:                          Waived for regular ground shipments to Navarre*.
                                                           You will be charged
                                                           the difference
                                                           between regular
                                                           ground and expedited
                                                           freight if you
                                                           request overnight
                                                           shipments to Navarre.
                                                           (THIS REPRESENTS A
                                                           SAVINGS TO YOU OF
                                                           APPROXIMATELY $0.06
                                                           PER UNIT)
</TABLE>

  You will be charged the difference between regular ground and expedited
  freight if you request overnight shipments to Navarre *(This represents a
  savings to you of approximately $0.05 per unit)

               *    Includes up to 3 PMS color printing.

               *    Includes poly-overwrap with integral "zip strip" and artwork
                    insertion.

ADDITIONAL SERVICES

Additional CD Imprint Colors( 4th & 5th) Stickering (roll-stock that you will
provide) Hologram Security Seal (roll-stock that you will provide) Hole punch
artwork for promo Insert Response Card EAS Source Tagging Application


 UNIT PRICE

 $0.03 each $0.01 automated; $0.02 hand appl.
 $0.02
 0.02
 $0.02

 N/C to label (a savings to you of
 3 cents per unit)



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                ADDITIONAL PACKAGE OPTIONS                        UNIT PRICE***

                Disc in Tyvec                                     $0.15
                Slimline Jewelbox w/o graphics                    $0.27
                Slimline Jewelbox w/insert                        $0.32
                Viewpak                                           $0.25
                Viewpak w/insert                                  $0.30
                Brilliant Double Jewel Box                        $0.50
                Standard Quad Jewel Box                           $0.66
                Additional External Packaging and Assembly        By Quotation


                         PROJECTED PRODUCTION LEAD TIMES

  Quoted lead times are dependent upon your providing the manufacturer with
  production components (film for imprinting, artwork design and printed
  materials). ADD APPROXIMATELY FOUR - FIVE DAYS FOR TRANSIT TIME. New orders in
  non-peak production times are ready : CD 5 days, Cassette 5 days. In peak
  production periods new orders are ready : CD 5-7 days, Cassettes 3-4 days.
  "FOR ORDERS REQUIRING HAND PACKAGING, HAND INSERTION, HAND STICKERING, ETC.
  PLEASE ADD 1-Z DAYS DEPENDING ON SIZE OF ORDER.

  THESE PRICES ARE EFFECTIVE APRIL 1ST THROUGH MARCH 31st OF THE ONE-YEAR
  PERIOD. IT MAY THEREFORE BE NECESSARY FOR YOU TO SIGN A NEW MANUFACTURING
  CONTRACT REFLECTING NEW PRICING BEFORE YOUR FIRST CONTRACT EXPIRES.


                                       7

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                                    EXHIBIT C

                               Navarre Corporation

        DVD PRICING: PRE MASTERING - MASTERING - REPLICATION - PACKAGING

PREMASTERING: $10,000. CREDIT / NO CHARGE WITH REPLICATION ORDER OF 50,000 OR
MORE.

     Additional charges will apply for premastering service that exceeds this
agreed amount. Variable Bit Rate (VBR) MPEG 2 Encoding: $60.00 per minute AC-3
Audio Encoding (six-channel): $20.00 per minute MPEG/AC-3 Audio Encoding
(two-channel): $8.00 per minute Authoring: $250.00 per hour Graphic/Menu Design:
$125.00 per hour QC Emulation: $6.00 per minute Output To DLT (including stock):
$150.00 each NOTE: One AC-3 (two channel) or one MPEG stereo audio track is
included in the video encoding cost at no additional charge if the audio is
provided on the source videomaster.

CHECK DISC PACKAGE: NO CHARGE WITH REPLICATION ORDER OF 2500 UNITS OR MORE.
CHECK DISC PACKAGE INCLUDES MASTERING AND 20 DVD SAMPLE REPLICAS IN JEWEL CASE
NO/PRINT.

MASTERING CHARGES: DVD-5 $1500.00 / DVD-9 $2500. / DVD-10 $2500. MASTERING
CHARGES APPLY TO NAVARRE/CUSTOMER CHANGES OR NEW ORDERS UNDER 2500 UNITS.

<TABLE>
<CAPTION>
  REPLICATION CHARGES:

  ORDER QTY.                 REPLICATION DVD-5          REPLICATION DVD-9          REPLICATION DVD-10
<S>      <C>                 <C>                        <C>                        <C>
  1000 - 24999               $1.10 EACH                 $1.60 EACH                 $1.30 EACH
  25000 - 49999              $1.05 EACH                 $1.50 each                 $1.20 EACH
  50000 - 99999              $1.00 each                 $1.40 each                 $1.15 EACH
  100000 OR MORE             $0.95 EACH                 $1.30 EACH                 $1.10 EACH

  Replication includes I to 3 color disc printing. Add $0.03 each for additional colors to six.
  DVD Label film supplied to specifications or $15.00 per film output from electronic file (CDR-Zip
  Floppy)
  Output Label film color key (if required): $35.00
  New Order / Turnaround: to ship no later than the 10t' day.
  Re Order / Turnaround: to ship no later than the 9' day.
  Minimum Re Order Quantity: 500 units
  Sticker Applications: Automated $0.01 each / Manual $0.02 each
  Top Spine: Print and apply $0.03 each
  Packaging: Disc, insert customer supplied sleeve, In amaray style DVD case, wrap $0.39 each
  Sensormatic Security Tag: Tag and apply $0.09 each

  Shipping: Pricing includes ground freight to Navarre Corporation.
</TABLE>



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