EXHIBIT 10.50

                                 REVOLVING NOTE

$2,500,000.00                                                 September __, 1997

                  FOR VALUE RECEIVED, the undersigned, K-TEL INTERNATIONAL
(USA), INC., a Minnesota corporation ("K-Tel USA"), DOMINION ENTERTAINMENT,
INC., a Minnesota corporation ("Dominion"), K-TEL PRODUCTIONS, INC., a Minnesota
corporation ("K-Tel Productions"), K-TEL VIDEO, INC., a Minnesota corporation
("K-Tel Video"), K-TEL DIRECT, INC., a Minnesota corporation ("K-Tel Direct"),
K-TEL TV, INC., a Minnesota corporation ("K-Tel TV"), K-TEL CONSUMER PRODUCTS,
INC., a Minnesota corporation ("K-Tel Consumer Products"; collectively K-Tel
USA, Dominion, K-Tel Productions, K-Tel Video, K-Tel Direct, K-Tel TV and K-Tel
Consumer Products are called the "Borrowers"), hereby jointly and severally
promise to pay to the order of TCF NATIONAL BANK MINNESOTA, a national banking
association, formerly known and organized as TCF Bank Minnesota fsb, a federally
chartered stock savings bank (the "Bank"), on December 31, 1997, the principal
sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) or, if less,
the aggregate unpaid principal amount of all Advances (as defined in the Credit
Agreement) made by the Bank to the Borrowers under the Credit Agreement (defined
below), together with interest on the unpaid principal amount of the Advances
until such principal amount is paid in full at the interest rate and on the
dates specified in the Credit Agreement.

                  This Note is the Note referred to in, and is entitled to the
benefits of, and is subject to the terms of, the Amended and Restated Revolving
Credit Agreement dated as of April 10, 1997, as amended by a First Amendment to
Amended and Restated Revolving Credit Agreement and to Revolving Note dated as
of July 31, 1997, and a Second Amendment to Amended and Restated Revolving
Credit Agreement of even date herewith by and between the Borrowers and the Bank
(such Amended and Restated Credit Agreement, as amended, supplemented, modified
or restated from time to time is herein called the "Credit Agreement"), which
Credit Agreement, among other things (i) provides for the making of Advances by
the Bank to the Borrowers subject to the terms of the Credit Agreement and (ii)
contains provisions for the mandatory prepayment hereof and for acceleration of
the maturity hereof upon the happening of certain stated events.

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                  This Note is issued in substitution for, and in replacement
of, but not in payment of, the Revolving Note of the Borrowers dated April 10,
1997, payable to the order of the Bank in the original principal amount of
$1,000,000, as amended.

                                      K-TEL INTERNATIONAL (USA), INC.


                                      By ______________________________________
                                         Its___________________________________


                                      DOMINION ENTERTAINMENT, INC.


                                      By ______________________________________
                                         Its___________________________________


                                      K-TEL PRODUCTIONS, INC.


                                      By ______________________________________
                                         Its___________________________________


                                      K-TEL VIDEO, INC.


                                      By ______________________________________
                                         Its___________________________________


                                      K-TEL DIRECT, INC.


                                      By ______________________________________
                                         Its___________________________________


<PAGE>


                                      K-TEL TV, INC.


                                      By ______________________________________
                                         Its___________________________________


                                      K-TEL CONSUMER PRODUCTS, INC.


                                      By ______________________________________
                                         Its___________________________________