<PAGE>
                                                                    EXHIBIT 14.1

                               NAVARRE CORPORATION
                       CODE OF BUSINESS CONDUCT AND ETHICS
                        (Effective as of March 29, 2004)


1. OBJECTIVES

         1.1. This Code of Business Conduct and Ethics (this "Code") sets forth
         the standards of conduct required of all officers, directors and
         employees of Navarre Corporation, and its subsidiaries (collectively,
         the "Company").

         1.2. The objective of this Code is to deter wrongdoing and to promote:

                  (a) Honest and ethical conduct that will serve the best
                  interests of the Company, including the ethical handling of
                  actual or apparent conflicts of interest between personal and
                  professional relationships;

                  (b) Full, fair, accurate, timely and understandable disclosure
                  in reports and documents filed with, or submitted to, the
                  Securities and Exchange Commission ("SEC") and in other public
                  communications made by the Company;

                  (c) Compliance with applicable governmental laws, rules and
                  regulations;

                  (d) The prompt internal reporting to an appropriate person or
                  persons identified below of violations of this Code; and

                  (e) Accountability for adherence to this Code.

         1.3. The Audit Committee of Navarre Corporation (the "Audit Committee")
         shall be responsible for assisting Navarre Corporation's Board of
         Directors' (the "Board of Directors") oversight of the operation of
         this Code. The Audit Committee shall assess the adequacy of this Code
         periodically and recommend any changes to the Board of Directors.

         1.4. Those who violate the standards in this Code will be subject to
         disciplinary action as described in Section 8 below. No waivers of this
         Code will be granted except in accordance with the procedures set forth
         in Section 9 below. If you are in a situation that you believe may
         violate or lead to a violation of this Code, or if you know of a
         violation of this Code by another officer, director or employee, follow
         the guidelines described in Section 7 below.

2. HONEST AND ETHICAL CONDUCT; NO CONFLICTS OF INTEREST

         2.1. All officers, directors and employees are required to act honestly
         and ethically in the conduct of business activities for the Company.
         The Company's officers, directors and employees owe a duty to the
         Company to advance its legitimate interests to the best of their
         abilities.

                                     1 of 5
<PAGE>

         2.2. A "conflict of interest" exists when a person's private interest
         interferes or appears to interfere with the interests of the Company. A
         conflict situation can arise when an employee, officer or director
         takes actions or has interests, directly or indirectly, that make it
         difficult to perform his or her work for the Company objectively and
         effectively. Conflicts of interest also arise when an employee,
         director or officer or member of his or her family directly or
         indirectly receives improper personal benefits as a result of his or
         her position in the Company.

         2.3. An employee who is in any doubt as to whether any conflict of
         interest exists or would exist in any particular situation should check
         in advance with his or her supervisor or a member of the Audit
         Committee.

         2.4. Employees, directors and officers are prohibited, either directly
         or indirectly, from:

                  (a) Taking opportunities for personal gain that are properly
                  within the scope of the Company's activities;

                  (b) Using corporate property, information or position for
                  personal gain, or depriving the Company of its rights,
                  benefits or legitimate interest in an asset; or

                  (c) Competing with the Company in business opportunities.

                  2.5. Each person should follow the procedures described in
                  Section 7 regarding the reporting and disclosing of conflicts
                  of interests. No person may engage in any activity that
                  involves any such conflict except with the prior written
                  approval of the Board of Directors.

3. FAIR AND TIMELY DISCLOSURE IN PUBLIC REPORTING AND COMMUNICATIONS

         3.1. The Company has an obligation to comply with the applicable rules
         relating to the disclosure of material information in accordance with
         relevant provisions under the laws of the United States, as well as the
         rules and regulations of the Nasdaq National Market, Inc. ("Nasdaq").

         3.2. The Company is required to provide full, fair, accurate and timely
         disclosure which is clearly understandable to its readers and users.
         These include press releases, website postings and other communications
         of the Company's reports and other information filed with or submitted
         to Nasdaq and relevant government bodies such as the SEC. Employees,
         officers and directors who are involved in the creation, assembly
         and/or approval of these reports and documents should, at all times,
         discharge their duties consistently with this obligation.

4. CONFIDENTIALITY

         4.1. Officers, directors and employees should maintain the
         confidentiality of information entrusted to them by the Company.
         Confidential information includes all non-public information that might
         be of use to competitors or harmful to the Company or


                                     2 of 5
<PAGE>

         its customers, if disclosed. The obligation to safeguard confidential
         information continues after employment with the Company ends.

         4.2. The obligation to maintain the confidentiality of information may
         be subject to legal or regulatory requirements to disclose that
         information. In such cases, the Company's legal counsel will assist in
         determining what disclosure is required.

5. PROTECTION AND PROPER USE OF COMPANY ASSETS

         5.1. All officers, directors and employees should protect the Company's
         assets and ensure their proper and efficient use. Theft, carelessness
         and waste have a direct impact on the Company's profitability. The
         Company's assets should be used only to promote legitimate business
         purposes.

6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS (INCLUDING INSIDER TRADING LAWS)

         6.1. Different laws, rules and regulations apply in the various
         jurisdictions in which the Company does business. All employees are
         expected to comply with the laws of the country in which they operate
         as well as United States statutes. These laws and policies include
         compliance with the Foreign Corrupt Practices Act, U.S. anti-boycott
         laws, U.S. sanctions and embargoes against certain countries,
         competition laws and money laundering laws.

         6.2. Insider trading in the Company's securities is both unethical and
         illegal. All employees are required to comply with the Company's
         Insider Trading Policy, to the extent that its various provisions
         applies to them. Employees are encouraged to review the Company's
         Insider Trading policy and to become familiar with its applicability to
         their conduct.

7. REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

         7.1. Each person is required to report any violation of law, rules,
         regulations or this Code of which he is aware to any member of the
         Audit Committee, or, if you are an employee, you may also report the
         violation to your supervisor or a member of the senior management of
         the Company. If the matter involves the Audit Committee as a whole, a
         report should be made to a member of the Board of Directors who is not
         on the Audit Committee. Violations may be reported in confidence, and
         every effort will be made to protect the confidentiality of those
         furnishing information. Retaliation in any form against any person due
         to that person's furnishing of complaints or reports made in good faith
         under this Code will not be tolerated.

         7.2. The following is the contact information for Ryan F. Urness,
         Corporate Counsel for the Company, you may contact him on an anonymous
         basis to receive applicable contact information for any of the members
         of the Audit Committee:


                                     3 of 5
<PAGE>

                           Address:
                           Navarre Corporation
                           7400 49th Avenue, North
                           New Hope, MN 55428
                           Attn: Ryan F. Urness

                           Telephone: (763) 971-2770
                           Facsimile: (763) 504-1107
                           E-Mail: rurness@navarre.com

         7.4 If any employee's supervisor, other member of the senior management
         of the Company, or member of the Audit Committee or the Board of
         Directors receives information regarding an alleged violation of this
         Code, he or she should report it to the Audit Committee or the Board of
         Directors, as is appropriate. The Audit Committee or the Board of
         Directors should then authorize an individual or individuals to
         evaluate and, if appropriate, investigate the information regarding the
         alleged violation and report the results of such evaluation and
         investigation (if any) to the Audit Committee or the Board of
         Directors. Employees, officers and directors are expected to cooperate
         fully with any evaluation or investigation regarding an alleged
         violation of this Code. The failure to fully cooperate may result in
         disciplinary action including, but not limited to, termination.

8. ACCOUNTABILITY FOR ADHERENCE TO THIS CODE; VIOLATIONS OF THIS CODE

         8.1. Each officer, director and employee has a personal responsibility
         to ensure that he or she abides by this Code, not only with the letter
         but the spirit of this Code. Management of the Company has the
         additional responsibility of fostering a culture in which compliance
         with the policies of the Company and all applicable laws is at the core
         of the Company's business activities. Concerns about appropriate
         conduct must be properly addressed with care and respect.

         8.2. The values and responsibilities set forth in this Code are
         important and must be taken seriously by all of us. Accordingly,
         violations of these values and responsibilities will lead to
         disciplinary action in accordance with the Company's disciplinary
         procedures. Such disciplinary action may include, but not be limited
         to, reprimand, reimbursement of any loss or damage suffered by the
         Company and/or termination of employment. Under certain circumstances,
         a violation of this Code may also result in referral for civil action
         or criminal prosecution or any other disciplinary action deemed
         appropriate by the Company.

9. WAIVERS OF THIS CODE

         9.1. There may be circumstances where a waiver of this Code is
         appropriate. Any request for a waiver should be in writing and should
         be presented to the Audit Committee or the Board of Directors. Any
         waiver of this Code may be made only by the Board of Directors, and as
         is required or permissible pursuant to applicable law and Nasdaq rules
         and will be publicly disclosed by the Company as required by applicable
         law and Nasdaq rules.


                                     4 of 5
<PAGE>

10. DISSEMINATION AND AMENDMENT; CODE NOT AN EMPLOYMENT CONTRACT

         10.1 This Code will be distributed periodically to each of the
         Company's employees, officers and directors.

         10.2 The Board of Directors has the right to make any changes to this
         Code at any time without any notice. While this Code is as complete as
         it can reasonably be made at this time, it is not necessarily
         all-inclusive, because of, among other things, changes in laws, rules
         or regulations may be adopted after the date of this Code, or as a
         result of new circumstances that have not been anticipated that might
         arise. As the membership of the Audit Committee may change from time to
         time, this policy will be deemed to have been automatically amended and
         updated in order to indicate the identity and appropriate contact
         information of the new members of the Audit Committee.

         10.3 This document is not an employment contract between the Company
         and any of its employees, officers or directors and does not serve to
         alter the Company's policy of at-will employment or any of its other
         employment policies.


                                     5 of 5