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                                                                   EXHIBIT 10.15

                             AMENDMENT NUMBER THREE
                                       TO
                           LOAN AND SECURITY AGREEMENT


              This Amendment Number Three to Loan and Security Agreement
("Amendment") is entered into as of September 22, 1999, 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:

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

              B. Borrowers and Foothill desire to further 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. AMENDMENTS AND WAIVERS.

                  (a) Section 1.1 of the Agreement is amended to add the
following definition:

                        "NET WORTH" means, as of any date of determination, a
            Person's total stockholder's equity.

                  (b) Section 2.1(a)(x) of the Agreement is amended to read as
follows:

                        (x) the lesser of (i) 85% of Eligible Accounts, less the
            amount, if any, of the Dilution Reserve, and (ii) an amount equal to
            Borrower's Collections with respect to Accounts for the immediately
            preceding 120 day period, minus

                  (c) Section 7.20 of the Agreement is amended to read as
follows:


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                        FINANCIAL COVENANTS. Have Parent fail to have Net Worth
            of at least the following amounts:

                     MINIMUM NET WORTH            FISCAL QUARTER ENDING

                        $3,000,000                June 30, 1999 through
                                                  and including March 31,
                                                  2000

                        $4,000,000                June 30, 2000 and thereafter

                        In addition, Foothill hereby waives Borrowers'
            non-compliance with Section 7.20 solely for the quarter ended March
            31, 1999.

                  (d) Section 2.11(d) of the Agreement is amended to read as
follows:

                        SERVICING FEE. On the first day of each month during the
            term of this Agreement, and thereafter so long as any Obligations
            are outstanding, a servicing fee in an amount equal to $3,250.

              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. CONDITIONS. The effectiveness of this Amendment is expressly
conditioned upon the following:

                  (a) Receipt by Foothill of an executed copy of this Amendment;
and

                  (b) Within 30 days of the date hereof, Borrowers shall cause
K-Tel Online, Inc. to execute and deliver to Foothill a Continuing Guaranty of
the Obligations and a Security Agreement securing such guaranty.

              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


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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:
                                                    ----------------------------

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


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


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                                              K-TEL TV, INC.,
                                              a Minnesota corporation


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

                                              K-TEL VIDEO, INC.,
                                              a Minnesota corporation


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


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                  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:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------

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