THIS ESCROW AGREEMENT (this "Agreement") is made effective as of March 20, 1997, by and among the
named persons set forth on Schedule 1 attached hereto (the "Shareholders"), NET RADIO CORPORATION, a
Minnesota corporation and wholly owned subsidiary of Navarre Corporation ("NRC"), NAVARRE
CORPORATION, a Minnesota corporation ("Navarre") and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, a national banking association (the "Escrow Agent").
A. Navarre, NRC, the Shareholders and Net Radio Corporation, a Nevada corporation ("Net Radio") entered
into that certain Agreement and Plan of Reorganization, dated as of March 7, 1997, (the "Merger Agreement"),
which provides for the merger of Net Radio and NRC with NRC being the surviving entity.
B. Pursuant to the Merger Agreement, Navarre has deposited 105,000 shares of Navarre's stock, registered in
the Escrow Agent's nominee name "EMSEG & CO" representing the consideration given to the Shareholders
under the terms of the Merger Agreement with the Escrow Agent ("Escrow Account"), who has agreed to act as
escrow agent with respect to the Escrow Account pursuant to the terms of this Agreement.
C. The parties desire to appoint the Escrow Agent (the "Escrow Agent") to act on their behalf with respect to the
matters contained in this Agreement.
IN CONSIDERATION for the mutual covenants set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. ESCROW ACCOUNT.
a. Appointment and Acceptance of the Escrow Agent. The Escrow Agent is hereby appointed by the parties as
escrow agent to act in accordance with the instructions set forth herein. The Escrow Agent hereby accepts such
b. Effective Date. This Agreement shall be effective as of March 20, 1997.
c. Term of Escrow. This Agreement shall terminate upon the earlier of
(i) the date all of the assets in the Escrow Account have been disbursed as provid