**EXHIBIT10.19**

AMENDMENT NO. 2

TO

LOAN AND SECURITYAGREEMENT

This Amendment No.2 (this “Amendment”) to that certain Loan and Security Agreement, datedNovember 19, 1997, as amended by that certain Amendment, dated February 12,2002 (as so amended, the “Original Agreement”), is made, effective the 20th dayof July, 2005, by and among K-Tel International (USA), Inc., DominionEntertainment, Inc., K-Tel Consumer Products, Inc., K-Tel TV, Inc., K-TelVideo, Inc. (collectively, the “Borrowers”) and K-5 Leisure Products, Inc. (the“Lender”).

RECITALS

WHEREAS, theLender is the assignee of that certain $10,000,000 credit facility between theBorrowers and Foothill Capital Corporation (“Foothill”) and that certainPromissory Note from the Borrowers to Foothill, dated November 19, 1997 (the “Note”),pursuant to that certain Assignment and Acceptance, dated February 27, 2001, byand among Foothill, the Lender, the Borrowers and certain other partiesthereto; and

WHEREAS, theLender and the Borrowers desire to amend the Original Agreement;

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Borrowers and the Lender agree as follows:

1.             Defined Terms.

Defined terms usedin this Amendment and not otherwise defined herein shall have the meaningsascribed to them in the Original Agreement.

2.             Amendment.

Section 3.4 of theOriginal Agreement is hereby amended to read in its entirety as follows:

**3.4          Term; Automatic Renewal. **This Agreement shallcontinue in full force and effect for a term ending on July 20, 2008.  The foregoing notwithstanding, the Lendershall have the right to terminate this Agreement upon the continuation of anEvent of Default.

3.             Authorization.

Each of theBorrowers hereby authorizes the Lender to file, electronically or otherwise,financing statements under the Uniform Commercial Code in all jurisdictions inwhich such filings are appropriate or necessary to continue the securityinterest granted pursuant to or in connection with the Original Agreement,including without limitation the Copyright Security Agreement and theIntellectual Property Security Agreement. The Borrowers hereby confirm that the Loan and Security Agreement, asamended hereby, is secured by the Copyright Security Agreement, theIntellectual Property Agreement, and those certain Security Agreement executedby each Borrower in connection with the Loan and Security Agreement.

4.             Borrowers’ Warranties.

Each Borrowerrepresents and warrants that (1) each representation, warranty and covenantmade by each of them in the Original Agreement is true and correct on the datehereof, with the same effect as if made on such date (other than as set forthon Exhibit A hereto); and (2) as of the effective date of this Agreement, it isnot in default under the Agreement, nor has any event occurred which, withnotice or lapse of time, would result in such a default, except for suchdefaults as have been waived by the Lender.

5.             Incorporation of Terms.

Except asspecifically set forth in this Amendment No. 2, all of the terms and conditionsof the Original Agreement and the Note, and all documents related thereto,shall remain in full force and effect.

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6.             No Waiver, etc.

The Borrowersacknowledge that no provision of this Amendment shall be construed to be awaiver by the Lender of any rights or remedies that the Lender may have due tothe occurrence of any default under the Original Agreement or the Note that mayhave occurred heretofore or which may occur hereafter.  The Borrowers hereby represent and warrantthat they have no defenses or rights of set-off against the Lender.

7.             Confirmation of Guaranty.

The Borrowers, andcertain other affiliated companies of the Borrowers (collectively, the “Guarantors”),are also parties to that certain Guaranty, dated September 27, 1999.  Each of the Guarantors hereby acknowledgesand agrees that such Guaranty remains in full force and effect, notwithstandingthis Amendment, the extension of the term of the Original Agreement, any delayin executing this Amendment, or any other matter which would, but for thisConfirmation, release a Guarantor from its obligations under the Guaranty.

IN WITNESSWHEREOF, this Amendment has been executed to be effective as of the day andyear first above written.
|   | DOMINION ENTERTAINMENT, INC.     |             |
|--------|----------------------------------|------------------|
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |   |
|   | K-TEL CONSUMER  PRODUCTS, INC.   |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |
|   | K-TEL TV, INC.                   |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |
|   | K-TEL VIDEO,  INC.               |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |
|   | K-TEL  ENTERTAINMENT, INC.       |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |
|   | K-TEL  INTERNATIONAL (USA), INC. |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |
|   |                             |             |
|   |                             |             |
|   | K-5 LEISURE  PRODUCTS, INC.      |             |
|   |                             |             |
|   | By:                              | /s/ Philip Kives |   |
|   |                             | Its: President   |   |

 
| Agreed to and Accepted for |             |   |
|----------------------------|------------------|--------|
| Purposes of  Section 7:    |             |   |
|                       |             |   |
| K-TEL ONLINE,  INC.        |             |   |
|                       |             |   |
| By:                        | /s/ Philip Kives |   |   |
|                       | Its: President   |   |   |

 

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| K-TEL ENTERTAINMENT (UK)  LTD.  |             |   |
|---------------------------------|------------------|--------|
|                            |             |   |
| By:                             | /s/ Philip Kives |   |   |
|                            | Its: President   |   |   |
|                            |             |   |
| K-TEL  ENTERTAINMENT (CAN) INC. |             |   |
|                            |             |   |
| By:                             | /s/ Philip Kives |   |   |
|                            | Its: President   |   |   |
|                            |             |   |
| K-TEL DIRECT,  INC.             |             |   |
|                            |             |   |
| By:                             | /s/ Philip Kives |   |   |
|                            | Its: President   |   |   |

 

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