CONSENT TO ASSIGNMENT THIS AGREEMENT dated as of the 1st day of March, 2010.

Exhibit 10.48

CONSENT TO ASSIGNMENT

THIS AGREEMENT dated as of the 1st day of March, 2010.

BETWEEN:

ORLANDO CORPORATION
(hereinafter called the “Landlord”)

OF THE FIRST PART

– and –

NAVARRE DISTRIBUTION SERVICES UIJC
(hereinafter called the “Assignee”

OF THE SECOND PART

– and –

–
NAVAREE CORPORATION
(hereinafter called the “Assignor”)

OF THE THIRD PART

     WHEREAS:

	(a)		Orlando Corporation as landlord and the Assignor as tenant entered into a lease dated as of the 19th day of November, 2010 (the ‘Lease’) of certain premises municipally known as 0000 Xxxx Xxxx, and being more particularly described therein (“Leased Premises”); and
	(b)		The Assignor is assigning the Lease to the Assignee and has requested the consent of the Landlord to such assignment.

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Landlord’s consent herein contained and other good and valuable consideration, the parties agree as follows:

1.		The Landlord hereby consents to the assignment of the Lease by the Assignor to the Assignee subject to the payment of the rent reserved by and the performance and observance of the covenants, conditions and agreements in the Lease and this Agreement and subject to the Assignee using the Leased Premises only for the purposes permitted m the Lease. This consent is given upon the basis that the Landlord does not acknowledge or approve of any of the terms of the said assignment between the Assignee and the Assignor except for the said assignment itself.
2.		This consent shall in no way affect or release the Assignor from its liabilities and responsibilities under the Lease notwithstanding the assignment and is given without prejudice to the Landlord’s rights under the Lease.
3.		This consent shall not be deemed to authorize any further assignments or subletting or parting with or sharing possession of all or part of the Leased Premises, which may only be done in fill compliance with the Lease.

4.		In consideration of the Landlord consenting to the assignment, the Assignee hereby covenants and agrees with the Landlord to observe, comply with and perform all terms, conditions and covenants in the Lease and to pay all sums of any kind whatsoever and perform all obligations of any kind whatsoever as and when the same are due to be paid or performed by the tenant pursuant to the terms of the Lease during all of the term of the Lease and any renewals or extensions thereof. The Assignee acknowledges that it has received a copy of the Lease and is familiar with all terms, covenants, agreements and obligations set out therein.
5.		The Assignor hereby acknowledges and agrees with the Landlord that it shall continue to remain liable on all the terms and covenants in the Lease on the part of the tenant to be observed and performed including, without limitation any renewal or extension thereof.
6.		The Assignor and the Assignee hereby irrevocably direct and authorize the Landlord to make all adjustments/reconciliations on account of Rent for the current or any prior or fixture Lease Year with, and to pay any resulting credits to, the Assignee, notwithstanding that the Assignor remains responsible for paying any underpayment of Rent (including without limitation any underpayment of Additional Rent for any Lease Year) to the Landlord, it being understood and agreed that the foregoing direction and authorization shall not limit or restrict the Assignor’s covenants and obligations under the Lease in any manner whatsoever.
7.		The Assignee covenants and agrees with the Landlord that it shall not take occupancy of the Leased Premises until such time as it has obtained occupancy approval from local building and fire departments and has given evidence thereof to the Landlord.
8.		Effective as of the date of this Agreement and notwithstanding anything contained in this Agreement or the Lease to the contrary, if the Assignee is a private corporation and any part or all of the corporate shares of the Assignee or any corporation holding (whether directly or indirectly) the shares of the Assignee shall be transferred by sale, assignment, amalgamation, bequest, inheritance, operation of law or other disposition or dispositions so as to result in a change in the control of any such corporation, such change of control shall be considered a Transfer (as defined in the Lease) of the Lease and shall be subject to the provisions of Section 7 thereof. The Assignee shall make available to the Landlord upon its request for inspection and copying, all books and records of the Assignee or subtenant and their respective shareholders which, alone or with other data, may show the applicability or inapplicability of this Section.
9.		The Assignee confirms that all elections and notices to the Assignee pursuant to Section 15.01 of the Lease shall be delivered to:
		NAVARRE DISTRIBUTION SERVICES ULC 0000 00xx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Attention: General Counsel Facsimile #: (000) 000-0000
10.		The Assignor and the Assignee shall jointly and severally be liable for and shall indemnify the Landlord against all costs incurred by the Landlord with respect to the assignment referred to herein and the Landlord’s consent with respect thereto.

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11. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

				ORLANDO CORPORATION
				Per:		/s/ X. Xxxxxx
						Authorized signing officer
				Name:		Xxxx Xxxxxx
				Title:		Vice Chairman
				Per:		/s/ Wm. X’Xxxxxx
						Authorized signing officer
				Name:		Xxxxxxx X’Xxxxxx
				Title:		Sr. Vice President, Finance
				We have authority to bind the Corporation
NAVARRE DISTRIBUTION SERVICES ULC				NAVARRE CORPORATION
Per:		/s/ Xxxxx X. Xxxxx		Per:		/s/ Xxxx X. Xxxxxx
		Authorized signing officer				Authorized signing officer
Name:		Xxxxx X. Xxxxx		Name:		Xxxx X. Xxxxxx
Title:		President		Title:		President and CEO
Per:		/s/ J. Xxxx Xxxxxx		Per:		/s/ J. Xxxx Xxxxxx
		Authorized signing officer				Authorized signing officer
Name:		J. Xxxx Xxxxxx		Name:		J. Xxxx Xxxxxx
Title:		CFO and Treasurer		Title:		Exec. Vice President and CFO
We have authority to bind the Corporation				We have authority to bind the Corporation

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