0001104659-02-000427 Sample Contracts

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 14th, 2002 • K Tel International Inc • Phonograph records & prerecorded audio tapes & disks

This Amendment (“Amendment”) to the November 19, 1997 Loan and Security Agreement (the “Agreement”) among K-Tel International (USA), Inc., Dominion Entertainment, Inc., K-Tel Consumer Products, Inc., K-Tel TV, Inc., K-Tel Video, Inc. (“Borrowers”) and K-5 Leisure Products, Inc., as assignee of Foothill Capital Corporation (“Lender”) and $10,000,000 credit facility consisting of a $4,000,000 term loan due on expiration and a $6,000,000 revolving credit facility, and the Promissory Note from the Borrowers to the Lender dated November 19, 1997 (the “Note”) is made as of February 12, 2002.

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AMENDMENT TO CREDIT AGREEMENT AND NOTE
Credit Agreement and Note • February 14th, 2002 • K Tel International Inc • Phonograph records & prerecorded audio tapes & disks

This Amendment (“Amendment”) to the September 27, 1999 Credit Agreement between K-TEL INTERNATIONAL, INC., a Minnesota corporation with offices located at 5555 Pioneer Creek Drive, Maple Plain, Minnesota 55359 (the “Borrower”) and K-5 LEISURE PRODUCTS, INC., a Nevada corporation with offices located at 220 Saulteaux Crescent, Winnipeg, Canada (the “Lender”) and the $8,000,000 Promissory Note from the Borrower to the Lender dated September 27, 1999 (the “Note”) is made as of February 12, 2002.

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