PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 7, 1997,
by and among NET RADIO CORPORATION, a Nevada corporation with its principal place of business
located at Riverplace Exposition Hall, Suite 149, 43 Main Street, Minneapolis, Minnesota 55414 (the
"Company"), NAVARRE CORPORATION, a Minnesota corporation with its principal place of business
located at 7400 49th Avenue North, New Hope, Minnesota 55428 ("Navarre") and NET RADIO
CORPORATION, a Minnesota corporation with its principal place of business located at 7400 49th Avenue
North, New Hope, Minnesota 55428, A WHOLLY OWNED SUBSIDIARY OF NAVARRE
A. The Board of Directors of Navarre and the Company have each determined that it is in the best interests of
their respective stockholders that Navarre and the Company enter into a business combination under which the
Company will merge with and into NRC (the "Merger"), in order to achieve certain synergies and efficiencies
resulting from the combination of the respective businesses, and, in connection therewith, to make certain
representations, warranties and agreements in connection with the Merger.
B. The Company is engaged in the business of offering an array of services and products to internet users,
including 24-hour live programming related to music and the music industry and a product known as "Net
Companion" (collectively, the "Business").
C. Pursuant to the terms of that certain Stock Purchase Agreement dated as of May 1, 1996, by and among the
Company, the Company's shareholders (hereinafter referred to as the "Shareholders", whose names are set forth
on SCHEDULE 1. attached hereto) and Navarre, Navarre purchased what was then a fifty percent (50%)
interest in the Company through the purchase of fifty percent (50%) of the issued and outstanding shares of
capital stock of the Company as of that date.
D. As of May 1, 1996, the Shareholders were the legal and beneficial owners of a