EXHIBIT 10.37



                  THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
                              AND TO REVOLVING NOTE

         This Third Amendment is made as of this 28th day of November, 1995, by
and between K-TEL, INC., a Minnesota corporation, having its principal place of
business in Plymouth, Minnesota ("Borrower"), and TCF BANK MINNESOTA FSB, a
federally chartered stock savings bank (the "Bank").


                                    RECITALS

         A. The Borrower and the Bank have entered into a Revolving Credit
Agreement dated as of January 30, 1995, as amended by a First Amendment to
Revolving Credit Agreement and to Revolving Note dated as of July 20, 1995 and
by Second Amendment to Revolving Credit Agreement dated as of October 2, 1995
(as amended, the "Credit Agreement"), pursuant to which the Bank, subject to the
terms and conditions set forth therein, agreed to make revolving advances to the
Borrower in the aggregate amount of up to $3,000,000.

         B. The Borrower's obligation to repay the revolving advances made by
the Bank under the Credit Agreement is evidenced by the Borrower's Revolving
Note dated January 30, 1995, payable to the Bank's order in the original
principal amount of $3,000,000, as amended (the "Note").

         C. The Borrower has requested that the Bank extend the Commitment
Termination Date and the Maturity Date from November 30, 1995 to December 31,
1995.

         D. The Bank is willing to grant the Borrower's request subject to the
terms and conditions hereinafter set forth.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Definitions. All capitalized terms used in this Third Amendment,
unless specifically defined herein, shall have the meanings given to such terms
in the Credit Agreement.

         2. Amendment of Existing Definitions. The definitions of "Commitment
Termination Date" and "Maturity Date" in Section 1.1 of the Credit Agreement are
each hereby amended by deleting the date "November 30, 1995" as it appears
therein and by substituting therefor the date "December 31, 1995".

         3. Note. The Note is hereby amended by deleting the date "November 30,
1995" as it appears in the first paragraph thereof and by substituting therefor
the date "December 31, 1995".

         4. Conditions Precedent. The effectiveness of this Third Amendment
shall be subject to the condition precedent that the Bank shall have received
each of the following in form and substance acceptable to the Bank:

         (a)      Acknowledgment and Agreement of Guarantors attached below.

         (b)      Such other items as the Bank may require.

         5. References. From and after the date of this Third Amendment: (i) all
references in the Loan Documents to "the Note" shall be deemed to refer to the
Note as amended by this Third Amendment; and (ii) all references in the Credit
Agreement to "this Agreement" shall be deemed to refer to the Credit Agreement
as amended by this Third Amendment.

         6. No Other Changes. Except as explicitly amended by this Third
Amendment, all of the original terms and conditions of the Credit Agreement
shall remain in full force and effect.

         7. No Waiver. The execution of this Third Amendment and acceptance of
any documents related thereto shall not be deemed to be a waiver of any Default
or Event of Default under the Credit Agreement or any other Loan Document,
whether or not known to the Bank and whether or not such Default or Event of
Default exists on the date of this Third Amendment.

         8. Release. The Borrower, and K-Tel International, Inc., K-Tel USA and
Dominion, by signing the Acknowledgement and Agreement of Guarantors set forth
below, each hereby absolutely and unconditionally releases and forever
discharges the Bank, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors,
successors and assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the foregoing, from any and
all claims, demands or causes of action of any kind, nature or description,
whether arising in law or equity or upon contract or tort or under any state or
federal law or otherwise, which the Borrower or any Guarantor has had, now has
or has made claim to have against any such person for or by reason of any act,
omission, matter, cause or thing whatsoever arising from the beginning of time
to and including the date of this Third Amendment, whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

         9. Expenses. The Borrower hereby reaffirms its agreement under Section
8.5 of the Credit Agreement. Without limiting the generality of the foregoing,
the Borrower specifically agrees to pay all fees and disbursements of counsel to
the Bank for the services performed by such counsel in connection with the
preparation of this Third Amendment and the documents and instruments incidental
thereto.

         10. Counterparts. This Third Amendment and the Acknowledgment and
Agreement of Guarantors may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which counterparts, taken together, shall constitute one and the same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the date first above written.


                                      K-TEL, INC.


                                      By /s/ Mark Dixon 
                                        Its Vice President



                                      TCF BANK MINNESOTA FSB


                                      By /s/ Richard D. Larson
                                        Its Vice President

                                      And

                                      By /s/ Ione M. Niebur 
                                        Its Commerical Banking Officer



EX1037.DOC

                   ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

         The undersigned, K-Tel International, Inc., and K-Tel International
(USA), Inc., and Dominion Entertainment, Inc. each a guarantor of the
indebtedness of K-Tel, Inc. (the "Borrower") to the Bank pursuant to their
Guaranties dated as of January 30, 1995, respectively, (the "Guaranties"), each
hereby (i) acknowledges receipt of the foregoing Third Amendment; (ii) consents
to the terms (including without limitation the release set forth in paragraph 8
of the foregoing Third Amendment) and execution thereof; (iii) reaffirms its
obligations to the Bank pursuant to the terms of its Guaranty; and (iv)
acknowledges and agrees that the Bank may amend, restate, extend, renew or
otherwise modify the Credit Agreement and any indebtedness or agreement of the
Borrower, or enter into any agreement or extend additional or other credit
accommodations, without notifying or obtaining the consent of the undersigned
and without impairing the liability of the undersigned under its Guaranty for
all of the present and future indebtedness of the Borrower to the Bank.


                                     K-TEL INTERNATIONAL, INC.


                                      By /s/ Mark Dixon 
                                        Its Vice President


                                     K-TEL INTERNATIONAL (USA), INC.

                                      By /s/ Mark Dixon 
                                        Its Vice President


                                     DOMINION ENTERTAINMENT, INC.

                                      By /s/ Mark Dixon 
                                        Its Vice President

EX1037.DOC