EXHIBIT 10.55


               AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT

            This Amendment Number One to Loan and Security Agreement
("Amendment") is entered into as of March 30, 1998, by and among FOOTHILL
CAPITAL CORPORATION, a California corporation ("Foothill"), and K-TEL
INTERNATIONAL (USA), INC., DOMINION ENTERTAINMENT, INC., K-TEL CONSUMER
PRODUCTS, INC., K-TEL TV, INC. and K-TEL VIDEO, INC., all of which are Minnesota
corporations (jointly "Borrowers"), in light of the following:

            FACT ONE: Borrowers and Foothill have previously entered into that
certain Loan and Security Agreement, dated as of November 20, 1997 (the
"Agreement").

            FACT TWO: Borrowers and Foothill desire to amend the Agreement as
provided for and on the conditions herein.

            NOW, THEREFORE, Borrowers and Foothill hereby amend and supplement
the Agreement as follows:

            1. DEFINITIONS. All initially capitalized terms used in this
Amendment shall have the meanings given to them in the Agreement unless
specifically defined herein.

            2. AMENDMENT. Section 2.1(a)(x) of the Agreement is hereby amended
to read as follows solely for the period of March 30, 1998 through June 29,
1998, and thereafter shall continue in the form prior to this Amendment:

                  "(x) the lesser of (i) 80% of Eligible Accounts, less the
            amount, if any, of the Dilution Reserve plus $500,000, and (ii) an
            amount equal to Borrowers' Collections with respect to Accounts for
            the immediately preceding 120 day period, minus . . ."

            3. REPRESENTATIONS AND WARRANTIES. Borrowers hereby affirms to
Foothill that all of Borrowers' representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date hereof.

            4. NO DEFAULTS. Borrowers hereby affirm to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.

            5. CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:

                  (a) Payment by Borrowers to Foothill of an overadvance fee in
the aggregate amount of $12,500, such fee to be charged to Borrowers' loan
account pursuant to Section 2.5(d) of the Agreement; and

                  (b) Receipt by Foothill of an executed copy of this Amendment.


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<PAGE>


            6. COSTS AND EXPENSES. Borrowers shall pay to Foothill all of
Foothill's out-of-pocket costs and expenses (including, without limitation, the
fees and expenses of its counsel, which counsel may include any local counsel
deemed necessary, search fees, filing and recording fees, documentation fees,
appraisal fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.

            7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.

            8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original.
All such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.

            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first set forth above.

                                       FOOTHILL CAPITAL CORPORATION,
                                       a California corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------
                                       K-TEL INTERNATIONAL (USA), INC.,
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------
                                       DOMINION ENTERTAINMENT, INC.,
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------


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<PAGE>


                                       K-TEL CONSUMER PRODUCTS, INC.,
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------
                                       K-TEL TV, INC.,
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------
                                       K-TEL VIDEO, INC.,
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                Title:
                                       ---------------------------------------


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<PAGE>


            The undersigned has executed a Continuing Guaranty in favor of
Foothill Capital Corporation ("Foothill") respecting the obligations of the
Borrowers, as defined in the attached Amendment, owing to Foothill. The
undersigned acknowledges the terms of the above Amendment and reaffirms and
agrees that: its Continuing Guaranty remains in full force and effect; nothing
in such Continuing Guaranty obligates Foothill to notify the undersigned of any
changes in the financial accommodations made available to Borrowers or to seek
reaffirmations of the Continuing Guaranty; and no requirement to so notify the
undersigned or to seek reaffirmations in the future shall be implied by the
execution of this reaffirmation.

                                       K-TEL INTERNATIONAL, INC.
                                       a Minnesota corporation


                                       By:
                                           -----------------------------------
                                 Name:
                                       ---------------------------------
                          Title:
                                 ---------------------------------


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