THIS AGREEMENT is made and entered into as of the 5th day of November, 2003 (the "Commencement
Date"), by and between BCI Eclipse Company, LLC, a Minnesota limited liability company (the "Company") and
Edward D. Goetz, a resident of the State of California ("Executive").
WHEREAS, the Company is a subsidiary of Navarre Corporation, a Minnesota corporation ("Navarre");
WHEREAS, pursuant to that certain Asset Purchase Agreement dated November 5th, 2003 (the "Asset
Purchase Agreement"), the Company purchased substantially all of the assets of BCI Eclipse, LLC, a New York
limited liability company ("BCI");
WHEREAS, Executive is a minority owner of BCI and was previously employed as the Executive Vice President
of BCI and therefore has a unique knowledge of the business of BCI as acquired by the Company, and has
special expertise in the management and future planning of its affairs; and
WHEREAS, the Company believes that Executive's continued involvement in the management and affairs of the
business of the Company are essential to its continued success.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations of this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT. Subject to all of the terms and conditions of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts employment with the Company, as its President.
2. DUTIES. The services of Executive are exclusive to the Company. Executive will devote substantially all of his
business hours to, and make the best use of his energy, knowledge and training in, performing his duties as
President of the Company within the general guidelines established by the Board of Directors of the Company as
the same may, from time to time, be modified by the Company's Board of Directors. Executive will report to the
Board of Di