Consulting Agreement – Navarre Corp.

CONSULTING AGREEMENT

This Agreement (this “Agreement“) is made and
entered into effective as of December 23, 2011 (the “Effective
Date“), by and between Navarre Corporation, a Minnesota
corporation (the “Company“), and Golden Rule Advisors,
L.L.C., a Texas limited liability company (the
“Consultant“).

WITNESSETH

WHEREAS, the Company desires to retain the Consultant to
render strategic planning and other advisory services to the Company in
connection with its strategic planning activities on the terms and conditions
set forth in this Agreement, and the Consultant desires to be retained by the
Company on such terms and conditions;

AND WHEREAS, the Consultant desires to provide services to
the Company;

NOW, THEREFORE, for and in consideration of the foregoing
premises and of the mutual covenants and undertakings contained herein, and for
such other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

PERFORMANCE OF SERVICES

1.01 Engagement and Duties. The Company and the
Consultant hereby agree that during the Term (defined below), the Consultant
shall, on a non-exclusive basis, provide advisory services to the Company, as
the Company may define such services from time to time.

1.02 Manner of Performance. The Consultant shall at
all times perform all services and duties that may be required of and from the
Consultant pursuant to the terms hereof. The Consultant may use any ethical and
lawful means necessary and appropriate to perform its obligations under this
Agreement. The Consultant agrees to comply in full with all applicable laws,
rules and regulations. Consultant shall not be entitled to subcontract any of
his obligations hereunder without the Company153s prior written approval.

1.03 Term. The initial term of this Agreement is for
a period of three (3) full months and any beginning partial month commencing on
the Effective Date. The initial term and any renewal term, as provided for
below, are individually and collectively referred to as the “Term.” After the
initial or then current Term, this Agreement shall be automatically renewed for
successive one (1) month periods. Either party may terminate this Agreement at
any time for any or no reason by providing written notice of such termination to
the other party.

1.04 Consideration. Subject to the limitations set
forth in Section 1.06 herein, in consideration for performance of its services
hereunder, the Consultant shall be paid a fee of $200.00 per hour if the
Consultant works less than five (5) hours in any day, OR $1,000.00 per day if
the Consultant works more than five (5) hours in any day. These fees will be
payable in arrears on a monthly basis, and the Company will mail a check to the
Consultant within five (5) business days of the Company153s receipt of an invoice
from the Consultant that includes a schedule of the time the Consultant worked
for the Company during the prior month, subject to the Company153s review of the
information reflected in such invoice and its agreement therewith. The
Consultant may deliver its invoice to the Company via U.S. mail, email,
facsimile or delivery. Such invoices shall contain, for each day on which the
Consultant worked for the Company, a description of the number of hours worked
on such day and a summary of the work performed during such time.

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1.05 Expenses. Subject to the limitations set forth
in Section 1.06 herein, the Company shall reimburse the Consultant for all
reasonable travel and lodging expenses and other related expenses incurred by
the Consultant in furtherance of the provision of its services to the Company
hereunder within thirty (30) days following the delivery of an accounting of
such expenses by Consultant to the Company, provided that any such
expenses in excess of one-thousand dollars ($1,000) individually, or any amounts
in excess of five thousand dollars ($5,000) during any monthly period during the
Term, must be approved in advance by the Company.

1.06 Limitation on Consideration and Expense
Reimbursement. Notwithstanding anything to the contrary contained
herein, the aggregate amount of any consideration payable pursuant to Section
1.04 of this Agreement and any expense reimbursement payable pursuant to Section
1.05 of this Agreement shall not exceed $120,000 during any twelve month period.

1.07 Independent Contractor Status. The Company and
the Consultant hereby agree that the Company is retaining the Consultant in the
capacity of an independent contractor and not as an employee or agent of the
Company or any of its affiliates. The Consultant stipulates and agrees that it
shall not be authorized at any time to execute any transaction on behalf of the
Company. The Company and the Consultant further agree that nothing in this
Agreement shall create, or shall be construed as creating, any form of Company,
joint venture, employer-employee relationship, or other affiliation that would
operate to permit the Consultant to bind the Company or any of its affiliates
with respect to any matter or would cause the Company or any of its affiliates
to be liable for any action of the Consultant, and each party hereto agrees that
it will not represent to any third party that the Consultant153s engagement by the
Company hereunder is in any capacity other than as an independent contractor.
The Consultant stipulates and agrees that it will not be eligible for any
employment benefits from the Company during the Term of this Agreement. To the
extent the Consultant employs others in providing services under this Agreement,
the Consultant agrees to comply with all applicable workers153 compensation laws,
to provide satisfactory evidence of such compliance to the Company on request,
and to indemnify and hold harmless the Company from any liability or obligation
in connection therewith. THE CONSULTANT SHALL NOT BE CONSIDERED UNDER
THE PROVISIONS OF THIS AGREEMENT OR OTHERWISE AS HAVING THE STATUS OF AN
EMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATES, OR AS BEING ENTITLED TO
PARTICIPATE IN ANY LIFE, ACCIDENT, OR HEALTH INSURANCE PLANS, PENSION, STOCK,
THRIFT OR PROFIT SHARING PLANS, WORKER153S COMPENSATION BENEFITS, VACATION/SICK
LEAVE BENEFITS, OR ANY SIMILAR BENEFITS WHICH MAY BE PROVIDED BY THE COMPANY FOR
ITS EMPLOYEES AND CONSULTANT HEREBY EXPRESSLY WAIVES ANY SUCH ENTITLEMENT, IF
SUCH ENTITLEMENT EXISTS OR IS DEEMED TO EXIST.

1.08 Taxes and Withholding. The Consultant hereby
acknowledges and agrees that, as an independent contractor, it is legally
required to determine and pay its own estimated federal income taxes, FICA
(including FICA-matching), and all applicable federal and state payroll, excise,
workman153s compensation, and other withholdings. The Consultant shall indemnify
and hold the Company harmless from and against, and shall defend the Company
against, any and all losses, damages, claims, costs, penalties, liabilities and
expenses arising out or incurred because of, incident to, or otherwise with
respect to any such taxes.

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1.09 Confidentiality. For the purposes of this
Agreement, Confidential Information shall mean and collectively include: all
proprietary information relating to the business, plans and/or technology of the
Company including, but not limited to technical information including
inventions, methods, plans, processes, specifications, characteristics, assays,
raw data, records, databases, formulations, equipment design, know-how,
experience, and trade secrets; developmental, marketing, sales, customer,
supplier, consulting relationship information, operating, performance, and cost
information; computer programming techniques whether in tangible or intangible
form, and all record bearing media containing or disclosing the foregoing
information and techniques including, written business plans, patents and patent
applications, grant applications, notes, and memoranda, whether in writing or
presented, stored or maintained in or by electronic, magnetic, or other means.

(a) Exclusions to Confidentiality. Notwithstanding the foregoing, the
term “Confidential Information” shall not include any information which: (a) can
be demonstrated to have been in the public domain or was publicly known or
available prior to the date of the disclosure to Consultant; (b) can be
demonstrated to have been rightfully in the possession of Consultant prior to
the disclosure of such information to Consultant by the Company; (c) becomes
part of the public domain or publicly known or available by publication or
otherwise, not due to any unauthorized act or omission on the part of
Consultant; or (d) is supplied to Consultant by a third party without binder of
secrecy, so long as that such third party has no obligation to the Company or
any of its affiliated companies to maintain such information in confidence.

(b) Non-Disclosure to Third Parties. Except as required by
Consultant153s duties, Consultant shall not, at any time now or in the future,
directly or indirectly, use, publish, disseminate or otherwise disclose any
Confidential Information to any third party without the prior written consent of
the Company.

(c) Documents, etc. All documents, diskettes, tapes, procedural
manuals, guides, specifications, plans, drawings, designs and similar materials,
lists of present, past or prospective customers, customer proposals, invitations
to submit proposals, price lists and data relating to the pricing of the
Company153 products and services, records, notebooks and all other materials
containing Confidential Information (including all copies and reproductions
thereof), that come into Consultant153s possession or control by reason of
Consultant153s performance of the relationship, whether prepared by Consultant or
others: (a) are the property of the Company, (b) will not be used by Consultant
in any way other than in connection with the performance of its duties, (c) will
not be provided or shown to any third party by Consultant, and (d) at the
termination (for whatever reason), of Consultant153s relationship with the
Company, will be left with, or forthwith returned by Consultant to the Company
or destroyed by the Consultant.

1.10 Ownership of Results.

(a) Assignment of Inventions. Consultant shall promptly make full
written disclosure to the Company, shall hold in trust for the sole right and
benefit of the Company, and hereby assigns, transfers and conveys to the
Company, or its designee, all of Consultant153s worldwide right, title and
interest in and to any and all inventions, original works of authorship,
findings, conclusions, data, discoveries, developments, concepts, improvements,
trade secrets, techniques, processes and know-how, whether or not patentable or
registrable under patent, copyright or similar laws, that Consultant may solely
or jointly conceive, develop or reduce to practice, or cause to be conceived,
developed or reduced to practice, in the performance of the services or duties
hereunder or that result, to any extent, from use of the Company153s premises or
property (collectively, the “Inventions“), including
any and all moral rights and intellectual property rights inherent therein and
appurtenant thereto, including, but not limited to, all patent rights,
copyrights, trademarks, know-how and trade secrets and the rights to apply for
the same (collectively, “Intellectual Property
Rights“). Consultant further acknowledges and agrees that all
original works of authorship that are made by Consultant (solely or jointly with
others) in the performance of the services

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or duties hereunder (a “Work“) and that are
protectable by copyright are “works made for hire,” as that term is defined in
the United States Copyright Act. However, to the extent that any Work may not,
by operation of any applicable law, be a work made for hire, Consultant hereby
assigns, transfers and conveys to the Company all of Consultant153s worldwide
right, title and interest in and to such Work, including all Intellectual
Property Rights relating thereto.

(b) Further Assurances. Upon the request and at the expense of the
Company, Consultant shall execute and deliver any and all instruments and
documents and take such other acts as may be necessary or desirable to document
the assignment and transfer described in Section 1.09(a) or to enable the
Company to secure its rights in the Inventions, Works and Intellectual Property
Rights relating thereto in any and all jurisdictions, or to apply for, prosecute
and enforce Intellectual Property Rights in any and all jurisdictions with
respect to any Inventions or Works, or to obtain any extension, validation,
re-issue, continuance or renewal of any such Intellectual Property Right.
Without limiting the foregoing, Consultant shall disclose to the Company all
pertinent information and data with respect thereto and shall execute all
applications, specifications, oaths and all other instruments which the Company
deems necessary in order to apply for and obtain such rights and in order to
assign and convey to the Company the sole and exclusive right, title and
interest in and to such Inventions, Works and any Intellectual Property Rights
relating thereto. If the Company is unable for any other reason to secure
Consultant153s signature to apply for or to pursue any application for any United
States or foreign patent, trademark, copyright or other registration covering
Inventions or Works assigned to the Company hereunder, then Consultant hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as Consultant153s agent and attorney in fact, to act for and in
Consultant153s behalf and stead to execute and file any such applications and to
do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or trademark, copyright or other registrations thereon with the
same legal force and effect as if executed by Consultant.

1.11 Other Activities of the Consultant. The Company
acknowledges that the Consultant and its Member are not required to perform the
services described herein as their sole and exclusive function. The Consultant
and its Member may engage in other business activities including other
consulting engagements and/or employment during the Term of this Agreement;
provided, that Consultant shall not enter into any agreement that is in conflict
with, or that would prohibit or impair the performance of, Consultant153s
obligations under this Agreement in accordance with its terms. The Consultant
represents and warrants that Consultant is not a party to any existing agreement
that would prevent Consultant from entering into and performing its obligations
under this Agreement in accordance with its terms.

1.12 Limitation of Liability; Indemnification.
Neither the Consultant nor its Member shall be liable to the Company for any
loss incurred in the performance of its services hereunder unless caused by the
Consultant153s gross negligence or willful misconduct. The Company agrees, at its
sole defense, to indemnify and defend the Consultant and its Member from and
against any damages, claims or suits by third parties against the Consultant or
its Member arising from the performance of the Consultant153s services hereunder
unless caused by the Consultant153s or its Member153s gross negligence or willful
misconduct.

ARTICLE II

MISCELLANEOUS

2.01 Severability. If any provision of this Agreement
is held to be illegal, invalid, or unenforceable under any present or future
law, and if the rights or obligations of either of the parties hereto would not
be materially and adversely affected thereby, (a) such provisions shall be fully

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severable; (b) this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provisions had never comprised a part hereof;
(c) the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance; (d) in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid, and enforceable provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible.

2.02 Number and Gender of Words. Any references
herein to the masculine gender, or to the masculine form of any noun, adjective,
or possessive, shall be construed to include the feminine or neuter gender and
form, and vice versa. Additionally, whenever used herein, the singular number
shall include the plural, and the plural number shall include the singular.

2.03 Headings. The headings contained in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning of any of the provisions contained herein.

2.04 Governing Law; Venue. This Agreement and the
rights and obligations of the parties hereunder will be governed by the laws of
the State of Minnesota, without regard to its choice of law provisions. The
parties agree that the state or federal courts located in Hennepin County,
Minnesota have sole and exclusive jurisdiction and venue over any action
relating to this Agreement and the parties hereby consent to the jurisdiction of
such courts.

2.05 Legal Remedies; Specific Performance. The
parties to this Agreement understand and agree that it may be impossible to
measure in money the damages that may accrue to a party to this Agreement or to
its heirs, personal representatives, or assigns by reason of a failure to
perform any of the obligations set forth in this Agreement, and that any such
money damages could be an insufficient remedy for such failure of performance.
Therefore, each party hereto hereby consents to be subject to the remedy of
specific performance of any provision of this Agreement if such party shall have
been found to be in violation of such provision by any court of competent
jurisdiction. If any party or its heirs, personal representatives, or assigns
institute any action or proceeding to specifically enforce the provisions of
this Agreement, any person against whom such action or proceeding is brought
hereby waives the claim or defense in such action or proceeding that such party
has an adequate remedy at law, and such person shall not urge in any such action
or proceeding a claim or defense that such remedy at law exists.

2.06 Inurement; Assignment. All of the terms and
provisions of this Agreement shall be binding upon and inure to the benefit and
be enforceable by the respective heirs, representatives, successors (including
any successor as a result of a merger or similar reorganization) and assigns of
the parties hereto. No party may assign its rights or delegate its obligations
under this Agreement to any other person without the prior written consent of
the other party hereto.

2.07 Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be
sent by first class U.S. mail, email or facsimile transmission, or delivered by
hand by party to the other. In the case of notice given by U.S. mail, such
notice be deemed to be given and received three business days after the time of
certification thereof, in the case of notice so given by overnight delivery
service, on the date of actual delivery, and, in the case of notice so given by
email, facsimile transmission or personal delivery, on the date of actual
transmission or, as the case may be, personal delivery.

2.08 Waivers. No waiver of any provision or condition
of this Agreement shall be valid unless executed in writing and signed by the
party to be bound thereby, and then only to the extent specified in such waiver.
No waiver of any provision or condition of this Agreement shall be construed as
a waiver of any other provision or condition of this Agreement, and no present
waiver of any provision or condition of this Agreement shall be construed as a
future waiver of such provision or condition.

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2.09 Amendment. This Agreement may be amended only by
the unanimous written consent of the parties hereto.

2.10 Entire Agreement. This Agreement contains the
entire understanding between the parties hereto concerning the subject matter
contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement that are not fully expressed herein.

2.11 Construction of Agreement. Each party and its
counsel have participated fully in the review and revision of this Agreement.
Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of this
Agreement.

2.12 Execution. Each party to this Agreement hereby
represents and warrants to the other parties hereto that such party has full
power and capacity to execute, deliver, and perform this Agreement, which has
been duly executed and delivered by, and which evidences the valid and binding
obligation of, such party enforceable in accordance with its terms subject to
applicable liquidation, conservatorship, bankruptcy, insolvency, reorganization,
or similar laws affecting the enforcement of creditor153s right153s from time to
time in effect and to general principles of equity.

2.13 Multiple Counterparts. This Agreement may be
executed in multiple counterparts, including by facsimile signature, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties to this Agreement have set
their respective hands as of the Effective Date.

THE COMPANY:
NAVARRE CORPORATION
By:
		Ryan Urness General Counsel and Secretary

THE CONSULTANT:
GOLDEN RULE ADVISORS, L.L.C.
By:
		Brad Shisler Member

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