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                                                            EXHIBIT NO.  10.10.1



                                 AMENDMENT NO. 1

        This Amendment is entered into this____________________________________
day of_______________________, 2002, between Airport One Limited Partnership, a
Minnesota limited partnership ("Landlord") and Navarre Corporation, a Minnesota
corporation ("Tenant").
                                   WITNESSETH:

        In consideration of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby amend that certain Standard Commercial Lease dated March 30, 2000
(the "Lease"), between Landlord and Tenant, as follows:

        1.        Section 1.3 is amended to confirm that Tenant has exercised
its first renewal term, and that the first renewal term commences April 1, 2002,
and ends March 31, 2004, unless sooner terminated or further extended in
accordance with the Lease.

        2.        Except as set forth above, the terms and conditions of the
Lease shall continue, and the parties hereto reaffirm and acknowledge the terms
and conditions of the Lease.


LANDLORD                                             TENANT
AIRPORT ONE LIMITED PARTNERSHIP                      NAVARRE CORPORATION
By:                                                  By:
    ---------------------------                          ----------------------
         Its General Partner                         Its:
                                                          ---------------------




Date:                                                Date:
      -------------------------                            --------------------


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                            SECOND AMENDMENT TO LEASE


        THIS SECOND AMENDMENT TO LEASE is made on December 21, 2001, by SUNLITE
III, LLP, a Minnesota limited liability partnership ("Landlord"), and Navarre
Corporation, a Minnesota corporation ("Tenant").

                                    RECITALS:

A. On or about April 22, 1999, Landlord and Tenant entered into a lease (the
"Lease") of certain real property and improvements located at 6601 Parkway
Circle, Brooklyn Center, Minnesota (the "Premises"), for a term of three years
and eight months, beginning on May 1, 1999, and continuing to December 31, 2002.

B. On or about December 15, 2000, Landlord entered into an amendment to lease
(the "First Amendment to Lease"), granting to Tenant an option to extend the
term of the Lease for five additional years.

        C.        Landlord and Tenant desire to modify the terms of said option,
 as more fully described below.

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

        1.        The defined terms used in the Lease shall have the same
meanings when used herein.

2. The initial term of the Lease is hereby extended for one additional year,
beginning January 1, 2003, and continuing to December 31, 2003. The Base Rent
for the Premises during said period shall be the annual sum of $425,681.28,
which is approximately $5.76 per square foot on a blended rate and which shall
be payable in equal monthly installments of $35,473.44.

3.       Subparagraph F of paragraph 2 of the Lease, which was added by the
First Amendment to Lease, is hereby restated in its entirety as follows:

                                    F. OPTION

        In consideration of the payment of $32,640.49 by Tenant to Landlord, the
receipt of which is hereby acknowledged, Landlord hereby grants to Tenant an
option to extend the term of the Lease for five years beyond the initial term of
the Lease, which extends to December 31, 2003.



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        If Tenant desires to exercise this option, on or before December 31,
2002, Tenant shall give Landlord written notice thereof pursuant to paragraph 19
of the Lease.

If Tenant fails to give Landlord such notice on or before December 31, 2002,
this option shall expire and Landlord shall retain the $32,640.49 cost of the
option and any interest earned thereon.

        If Tenant timely exercises its option, Landlord shall apply the
$32,640.49 cost of the option, without interest, to Tenant's future rents or
refund said sum to Tenant, at Landlord's option.

If Tenant exercises this option, the five-year extension of the Lease shall
commence on January 1 2004, and Base Rent shall be payable as follows:

        (a)     During the first year of the extended term (January 1, 2004,
                through December 31, 2004), Tenant shall annually pay Landlord
                the sum of $438,244.79, which is approximately $5.93 per square
                foot on a blended rate and which shall be payable in equal
                monthly installments of $36,520.40.

        (b)     During the second year of the extended term (January 1, 2005,
                through December 31, 2005), Tenant shall annually pay Landlord
                the sum of $451,547.33, which is approximately $6.11 per square
                foot on a blended rate and which shall be payable in equal
                monthly installments of $37,628.94.

        (c)    During the third year of the extended term (January 1, 2006
               through December 31, 2006), Tenant shall annually pay Landlord
               the sum of $464,849.87, which is approximately $6.29 per square
               foot on a blended rate and which shall be payable in equal
               monthly installments of $38,737.49.

        (d)    During the fourth year of the extended term (January 1, 2007,
               through December 31, 2007), Tenant shall annually pay Landlord
               the sum of $478,891.44, which is approximately $6.48 per square
               feet on a blended rate and which shall be payable in equal
               monthly installments of $39,907.62.

        (e)    During the fifth and final year of the extended term (January 1,
               2008, through December 31, 2008), Tenant shall annually pay
               Landlord the sum of $492,933.01, which is approximately $6.67 per
               square foot on a blended rate and which shall be payable in equal
               monthly installments of $41,077.75.


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        (f)    Beginning with the first. year of the extended term, which begins
               January 1, 2004, the Security Deposit of $32,640.49 referred to
               on page one of the Lease shall increase to $35,473.44. The
               increase of $2,832.95 is due and payable on January 1, 2004.

4.      All  monthly  installments  of Base Rent shall be payable in  advance,
on or before the first day of each and every month.

5.      Except as herein  modified,  the Lease,  as amended by the First
Amendment to Lease, is hereby ratified and shall remain in full force and
effect.


LANDLORD                                    TENANT

SUNLITE III, LLP                            NAVARRE CORPORATION



-------------------------------------       Name:
                                                  -----------------------
Gerald P. Steffens                          Title:
A Partner                                          ----------------------


-------------------------------------       Name:
                                                  -----------------------
David L. Steffens                           Title:
A Partner                                          ----------------------



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                            THIRD AMENDMENT TO LEASE


        THIS THIRD AMENDMENT TO LEASE is made on February 28, 2003, by SUNLITE
III, LLP, a Minnesota limited liability partnership ("Landlord"), and Navarre
Corporation, a Minnesota corporation ("Tenant").

                                    RECITALS:

        A. On or about April 22, 1999, Landlord and Tenant entered into a lease
(the "Lease") of certain real property and improvements located at 6601 Parkway
Circle, Brooklyn Center, Minnesota (the "Premises"), for a term of three years
and eight months, beginning on May l, 1999, and continuing to December 31, 2002.

        B. On or about December 15, 2000, Landlord entered into an amendment to
lease (the "First Amendment to Lease"), granting to Tenant an option to extend
the term of the Lease for five additional years.

        C. On or about  December  21,  2001,  Landlord  and Tenant  entered into
an amendment to lease (the "Second Amendment to Lease"), pursuant to which the
initial term of the Lease was extended and Tenant was granted a new option to
further extend the term of the. Lease. -

        D. Landlord and Tenant desire to modify the terms of the Lease, as more
fully described below.

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

        1. The defined terms used in the Lease shall have the same meanings when
 used herein.

        2. The expiration of the term of the Lease is hereby extended from
December 31, 2003, to February 28, 2005. The monthly. Base Rent for the Premises
during the extended term shall be $35,473.44. All monthly installments of Base
Rent shall be payable in advance, on or before the first day of each and every
month.

        3. Tenant shall have the right to terminate this Lease early by giving
Landlord twelve months' written notice thereof pursuant to paragraph 19 of the
Lease.

        4. Landlord and Tenant acknowledge and agree that neither of the options
contained in the First or Second Amendments to Lease was exercised by Tenant,
and that said options are null and void.

        5. Except as herein modified, the Lease, as amended by the First and
Second Amendments to Lease, is hereby ratified and shall remain in full force
and effect.


LANDLORD                                 TENANT

SUNLITE III, LLP                         NAVARRE CORPORATION

------------------------------------     ----------------------------------
Gerald P. Steffens                       Name:
                                              -----------------------------

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A Partner                                Title:
                                               ----------------------------

------------------------------------           ----------------------------
David L. Steffens                        Name:
A Partner                                      ----------------------------
                                         Title:
                                               ----------------------------