EXHIBIT 10.54


                            K-TEL INTERNATIONAL, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT


         THIS AGREEMENT made and entered into as of October 1, 1997, by and
between K-TEL INTERNATIONAL, INC., a Minnesota corporation (the "Company"), and
PHILIP KIVES, a Canadian resident (the "Optionee");

                              W I T N E S S E T H:

         WHEREAS, the Optionee has served as the Company's Chairman and Chief
Executive Officer for a number of years without compensation; and

         WHEREAS, the Company desires to award Optionee the non-qualified stock
option to purchase 115,500 shares of the Company's common stock, par value $.01,
(the "Common Stock") in recognition of Optionee's past services,

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:

         1. Grant of Option. The Company hereby grants to the Optionee the right
and option (hereinafter called the "Option") to purchase all or any part of an
aggregate of one hundred fifteen thousand five hundred (115,500) shares of
Common Stock (the "Option Shares") (such number being subject to adjustment as
provided in Paragraph 4 hereof) on the terms and conditions herein set forth.
The Option is a non-qualified stock option under the Internal Revenue Code of
1986, as amended.

         2. Purchase Price. Subject to the provisions of Paragraph 4 hereof, the
purchase price for the Option Shares shall be $6.125 per share, which has been
determined to be the fair market value of the Option Shares at the date of grant
of the Option.

         3. Term and Vesting of Option. The Option shall be completely vested on
the date hereof and shall expire (the "Expiration Date") upon the earlier to
occur of: (a) the close of business on the tenth anniversary of the date hereof
or (b) five (5) years after the date on which the Optionee is no longer employed
by the Company. Notwithstanding the foregoing, the Option may in no event be
exercised by anyone to any extent in the event of a voluntary dissolution,
liquidation or winding up of the affairs of the Company, after the close of
business on the later of (i) the date of the twentieth day after the mailing of
written notice of such dissolution, liquidation or winding up, and (ii) the
record date for determination of holders of Common Stock entitled to participate
therein.


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         4. Adjustments for Changes in Capital Structure. If all or any portion
of this Option shall be exercised subsequent to any share dividend,
recapitalization, merger, consolidation, exchange of shares or reorganization as
a result of which shares of any class shall be issued in respect to outstanding
Common Stock, or if Common Stock shall be changed into the same or a different
number of shares of the same or another class or classes, the person so
exercising this Option shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares to which they would have been
entitled if Common Stock (as authorized at the date hereof) had been purchased
at the date hereof for the same aggregate price (on the basis of the price per
share set forth in Paragraph 2 hereof) and had not been disposed of. No
fractional share shall be issued upon any such exercise and the aggregate price
paid shall be appropriately reduced on account of any fractional share not
issued.

         5. Method Exercise. Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice to the Company at its
principal office and place of business in the State of Minnesota. Such notice
shall state the election to exercise the Option and the number of Option Shares
in respect of which it is being exercised, and shall be signed by the person so
exercising the Option. Such notice shall be accompanied by the payment of the
full purchase price of such Option Shares and the delivery of such payment to
the Treasurer of the Company. The certificate for the Option Shares as to which
the Option shall have been so exercised shall be registered in the name of the
person exercising the Option. If the Optionee shall so request in the notice
exercising the Option, the certificate shall be registered in the name of the
Optionee and another person jointly with right of survivorship, and shall be
delivered as provided above to or upon the written order of the person
exercising the Option. In the event the Option shall be exercised by any person
other than Optionee, such notice shall be accompanied by appropriate proof of
the right of such person to exercise the Option.

         6. Reservation of Shares. The Company shall, at all times during the
term of the Option, reserve and keep available such number of shares of its
capital stock as will be sufficient to satisfy the requirements of this
Agreement, and shall pay all original issue and transfer taxes with respect to
the issue and transfer of Option Shares pursuant hereto, and all other fees and
expenses necessarily incurred by the Company in connection therewith.

         7. No Rights as Stockholder. The holder of the Option shall not have
any of the rights of a stockholder with respect to the Option Shares covered by
the Option except to the extent that one or more certificates for shares shall
be delivered to him upon the due exercise of the Option.

         8. Registration and Investment Purpose. The Company shall use
reasonable efforts to have the shares issuable upon the exercise of this Option
registered on a Form S-8 Registration Statement with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. Unless the Option
Shares have been so registered, the Option is granted on the condition that the
acquisition of shares hereunder shall be for investment purposes only and the
person acquiring Option Shares upon exercise of the Option must bear the
economic risk of the investment for an indefinite period of time since the
shares so acquired cannot be sold unless they are subsequently registered or an
exemption from such registration is available. Optionee agrees that a


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legend may be placed on the stock certificates acknowledging the restrictions on
subsequent distribution of the shares issued upon exercise of this Option.

         9. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, successors, assigns and
representatives and shall be governed by the laws of the State of Minnesota.

         IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.

                                    K-TEL INTERNATIONAL, INC.



                                    By /s/ David Weiner
                                       ------------------------------
                                       David Weiner, President



                                       /s/Philip Kives
                                       ------------------------------
                                       Philip Kives


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