VALUEVISION MEDIA INC
SEPARATION AGREEMENT - GENE MCCAFFERY
<DOCUMENT>
<TYPE>EX-10.67
<SEQUENCE>5
<FILENAME>c81391exv10w67.txt
<DESCRIPTION>SEPARATION AGREEMENT - GENE MCCAFFERY
<TEXT>
<PAGE>

                                                                       EXHIBIT B

                                                                   EXHIBIT 10.67

                              SEPARATION AGREEMENT

         THIS SEPARATION AGREEMENT (this "AGREEMENT") is made and entered into
on November 25, 2003 (the "EFFECTIVE DATE") by and between ValueVision Media,
Inc., a Minnesota corporation with its principal place of business in Eden
Prairie, Minnesota (the "COMPANY"), and Gene McCaffery, an Illinois resident
("MCCAFFERY").

                                   BACKGROUND

         A.   McCaffery has been employed by the Company since March 30, 1998
and is currently employed by the Company as its President and Chief Executive
Officer.

         B.   McCaffery currently serves as a member of the Company's Board of
Directors (the "BOARD") and is the Board's Chairman.

         C.   The Company and McCaffery entered into an Employment Agreement
dated March 30, 1998, which was amended and restated by the Amended and Restated
Employment Agreement dated December 2, 1999 as amended by Amendment No. 1 to the
1999 Restated Employment Agreement dated October 9, 2000 and Amendment No. 2 to
the 1999 Restated Employment Agreement dated September 10, 2002 (as so amended,
the "AMENDED AND RESTATED EMPLOYMENT AGREEMENT").

         D.   The parties have agreed that McCaffery will resign as President
and Chief Executive Officer of the Company, effective upon the date and subject
to the terms and conditions set forth in this Agreement.

         E.   The parties desire to resolve all present and potential issues
between them relating to McCaffery's employment and termination of his
employment, and have agreed to a full resolution of any such issues as set forth
in this Agreement.

         F.   In consideration of the mutual promises and provisions contained
in this Agreement, the parties, intending to be legally bound, agree as follows:


                                   AGREEMENTS

1.       RESIGNATION AS PRESIDENT AND CHIEF EXECUTIVE OFFICER. McCaffery agrees
         to resign as President and Chief Executive Officer of the Company
         effective on such date set forth in a written notice signed by a
         majority of the non-employee members of the Board and which effective
         date will be at least 15 calendar days following the date of delivery
         of the notice or such earlier date agreed to by McCaffery and the
         Company. If McCaffery is still the President and Chief Executive
         Officer of the Company on and after December 31, 2003, then McCaffery
         will also have the right to resign from such position, at his
         discretion, after providing the Company with written notice at least 30
         calendar days prior to the effective date of such resignation. The
         effective date of any such resignation under this Section 1 is referred
         to in this Agreement as the "TRANSITION DATE".

2.       RESIGNATION FROM THE BOARD. McCaffery agrees to resign his seat on the
         Board immediately upon receipt of the written request of a majority of
         the non-employee members of the Board. In addition, McCaffery may
         resign voluntarily from the Board at any time.


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3.       RELEASES.

         (a)      MCCAFFERY RELEASE. Within 21 days following the Transition
                  Date, McCaffery will execute and deliver to the Company a
                  release in the form attached to this Agreement as Exhibit A
                  (the "MCCAFFERY RELEASE").

         (b)      VALUEVISION RELEASE. Concurrent with receipt of the McCaffery
                  Release, the Company will execute and deliver to McCaffery a
                  release in the form attached to this Agreement as Exhibit B
                  (the "VALUEVISION RELEASE" and, together with the McCaffery
                  Release, collectively the "RELEASES").

         (c)      INTERPRETATION. This Agreement will not be interpreted or
                  construed to limit the Releases in any manner and the
                  existence of any dispute respecting the interpretation or
                  alleged breach of this Agreement will not nullify or otherwise
                  affect the validity or enforceability of the Releases.

4.       CONTINUED EMPLOYMENT.

         (a)      EMPLOYMENT THROUGH TRANSITION DATE. From the date of this
                  Agreement through the Transition Date, McCaffery will remain
                  employed by the Company as President and Chief Executive
                  Officer. During such period he shall continue to report to the
                  Board and shall faithfully and to the best of his ability
                  devote his full time and skills to such employment as
                  President and Chief Executive Officer. While he serves as
                  President and Chief Executive Officer, McCaffery (1) shall be
                  paid a base salary at the current annual rate of $900,000,
                  such rate to increase to $950,000 effective April 1, 2004 if
                  McCaffery continues as President and Chief Executive Officer
                  on and after such date, (2) shall be paid an automobile
                  allowance of $600 per month, and (3) shall be eligible to
                  continue to participate in such employee benefit plans and
                  programs of the Company in which he is currently participating
                  in accordance with the terms of such plans and programs.

         (b)      TRANSITION EMPLOYMENT AGREEMENT. The Company agrees to
                  continue to employ McCaffery from and after the Transition
                  Date as Special Advisor to the Board on the terms and subject
                  to the conditions set forth in the form of Transition
                  Employment Agreement attached to this Agreement as Exhibit C
                  (the "TRANSITION EMPLOYMENT AGREEMENT"). The existence of any
                  dispute under the Transition Employment Agreement will not
                  affect the rights or obligations of the parties under this
                  Agreement.

         (c)      DELIVERY REQUIREMENT. The Transition Employment Agreement will
                  become legally binding on McCaffery and the Company only if
                  McCaffery executes and delivers to the Company the Transition
                  Employment Agreement within 5 calendar days after the
                  Transition Date. At such time, the Company will execute and
                  deliver to McCaffery the Transition Employment Agreement.

         (d)      LEGAL EFFECT. Upon execution and delivery to the Company by
                  McCaffery of the Transition Employment Agreement in compliance
                  with Section 4(c):

                  (1)      McCaffery's employment by the Company will be deemed
                           to have been continued as of the Transition Date
                           without interruption;

                  (2)      the resignation of McCaffery as President and Chief
                           Executive Officer of the Company will not be deemed
                           to constitute a termination of employment under the
                           terms of that certain Promissory Note dated June 23,
                           2000 (the "PROMISSORY


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                           NOTE") given by McCaffery to the Company and no
                           accelerated repayment of the Promissory Note would be
                           required as a result thereof;

                  (3)      the resignation of McCaffery as President and Chief
                           Executive Officer of the Company will not be deemed
                           to constitute a termination of employment under the
                           terms of any stock option agreement or restricted
                           stock agreement between McCaffery and the Company;
                           and

                  (4)      any references to termination of employment in
                           Sections 5(d) or 9 will be deemed to refer to the
                           termination of McCaffery's employment by the Company
                           under the Transition Employment Agreement.

5.       SEVERANCE.

         (a)      AMOUNTS. The total amounts to be paid to or on behalf of
                  McCaffery under this Agreement will be equal to the sum of the
                  following:

                  (1)      an amount equal to the aggregate base salary that
                           would have been paid to McCaffery under Section 4(a)
                           of the Amended and Restated Employment Agreement if
                           he had remained employed as President and Chief
                           Executive Officer of the Company for the period from
                           the Transition Date through December 31, 2005, less
                           required deductions and withholdings;

                  (2)      $1,583,000, less required deductions and
                           withholdings, in consideration of the first and
                           second extended term retention bonuses the Company
                           was required to pay McCaffery under Section 4(f) of
                           the Amended and Restated Employment Agreement;

                  (3)      $291,666, less any required deductions and
                           withholdings, in consideration of the second extended
                           term signing bonus the Company was required to pay
                           McCaffery under Section 4(b) of the Amended and
                           Restated Employment Agreement; and

                  (4)      the amount of the performance bonus for fiscal year
                           2003 that McCaffery would be entitled to, if any,
                           under the Company's 2002 Management Incentive Plan if
                           he had remained employed through January 31, 2004,
                           under the terms of such plan as determined based on
                           achievement of Company financial objectives
                           established by the Company's Compensation Committee,
                           less any required deductions and withholdings, such
                           amount to be prorated by the Company through the
                           Transition Date to reflect the actual portion of the
                           fiscal year during which McCaffery served as
                           President and Chief Executive Officer of the Company.

         (b)      TIMING OF PAYMENTS. The Company will pay the amounts set forth
                  in Section 5(a) to McCaffery as follows:

                  (1)      the payments described in Sections 5(a)(1), (2) and
                           (3) will be paid as soon as practicable after
                           satisfaction by McCaffery of each of the conditions
                           precedent in Section 6, but not earlier than January
                           2, 2004; and

                  (2)      the payment described in Section 5(a)(4), if any,
                           will be paid on the later of the date that each of
                           the conditions precedent in Section 6 are satisfied
                           by McCaffery and the date that other senior
                           executives of the Company are paid their


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                           performance bonuses for fiscal year 2003 under the
                           Company's 2002 Management Incentive Plan.

         (c)      ADDITIONAL BENEFITS. Subject to the satisfaction by McCaffery
                  of each of the conditions precedent in Section 6, the Company
                  will continue to provide health, dental and life insurance
                  benefits to McCaffery. If continuation of any coverage under
                  the Company's plans requires an election by McCaffery pursuant
                  to COBRA or similar laws, then the Company will pay for
                  coverage only if McCaffery elects to continue it in accordance
                  with such laws and the applicable plans. In the event that
                  McCaffery's participation in such plans is not possible under
                  any of the applicable plans and laws (for reasons other than
                  McCaffery's failure to comply with the election requirements
                  for continuation coverage), the Company will purchase
                  substantially similar coverage until the earlier of (1)
                  December 31, 2005, and (2) the date on which McCaffery becomes
                  eligible under another group plan for such particular type of
                  coverage that is substantially similar to the coverage
                  provided under the plans provided by the Company. McCaffery
                  and the Company agree to cooperate in good faith to seek the
                  most favorable rate for comparable coverage for McCaffery once
                  COBRA continuation coverage ends. The Company will be
                  obligated to comply with its obligations under this Section
                  5(c) whether or not McCaffery is employed by the Company under
                  the Transition Employment Agreement, except that the Company
                  will no longer have any obligations under this Section 5(c)
                  after December 31, 2005.

         (d)      VESTING OF RESTRICTED STOCK. Subject to the satisfaction by
                  McCaffery of each of the conditions precedent in Section 6,
                  the restricted stock granted to McCaffery pursuant to that
                  certain Restricted Stock Agreement effective February 1, 2003
                  shall vest in full upon termination of McCaffery's employment
                  with the Company.

         (e)      EFFECT OF PAYMENTS. The payment by the Company of the amounts
                  set forth in Section 5(a) and the fulfillment by the Company
                  of its obligations under Sections 5(c) and (d) will be in lieu
                  of any further payments or compensation that McCaffery would
                  otherwise be entitled to receive under the Amended and
                  Restated Employment Agreement but shall not affect any rights
                  of McCaffery under any stock option agreement with the
                  Company, whether or not such option grant was provided for
                  under the Amended and Restated Employment Agreement.

6.       CONDITIONS PRECEDENT. McCaffery will be entitled to the consideration
         described in Sections 5(a), (c) and (d) only if and when the following
         conditions are satisfied by McCaffery:

         (a)      Within 21 days after the Transition Date McCaffery has
                  executed and delivered to the Company the McCaffery Release
                  (or, in the event of the earlier death or disability of
                  McCaffery, his estate or personal representative, as
                  applicable, has executed and delivered to the Company a
                  release substantially in the form of the McCaffery Release and
                  approved by the Company in the reasonable exercise of its
                  discretion);

         (b)      the rescission period set forth in the McCaffery Release has
                  expired, McCaffery has not rescinded the McCaffery Release,
                  and McCaffery confirms in writing to the Company after the
                  expiration of such rescission period that McCaffery has not
                  and will not rescind the McCaffery Release;

         (c)      McCaffery's employment with the Company prior to the
                  Transition Date or under the Amended and Restated Employment
                  Agreement has not been terminated for Cause (as such term is
                  defined under Transition Employment Agreement, whether or not
                  the Transition Employment Agreement has become effective),
                  there exists no event or


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                  circumstance that constitutes Cause and McCaffery has not
                  voluntarily resigned his employment with the Company except as
                  specifically provided pursuant to Section 1 of this Agreement;

         (d)      The representations and warranties of McCaffery contained in
                  this Agreement are true and correct in all material respects
                  as of the date of this Agreement and will be true and correct
                  in all material respects on the Transition Date, as if made on
                  the Transition Date.

         (e)      McCaffery will have observed and performed in all material
                  respects all covenants and agreements required by this
                  Agreement to be observed or performed by McCaffery on or prior
                  to the Transition Date, except where such covenants and
                  agreements are qualified as to materiality, in which case
                  McCaffery will have observed and performed such covenants and
                  agreements in all respects; and

         (f)      McCaffery will have delivered to the Company a certificate
                  executed by McCaffery and dated the Transition Date to the
                  effects set forth in Sections 6(d) and (e).

7.       EFFECT ON CERTAIN BENEFITS.

         (a)      EXISTING STOCK OPTIONS; RESTRICTED STOCK. Except as
                  specifically provided in Section 5(d), this Agreement will not
                  affect or alter any of the previous agreements in effect
                  between the Company and McCaffery pertaining to any stock
                  options or restricted stock granted to McCaffery by the
                  Company.

         (b)      PREVIOUS SIGNING BONUSES. McCaffery will have no obligation to
                  return to the Company any portion of any signing bonus paid to
                  him under the Amended and Restated Employment Agreement prior
                  to the date of this Agreement.


8.       REPAYMENT OF PROMISSORY NOTE; PLEDGE AGREEMENT. Notwithstanding
         anything contained in this Agreement, the Promissory Note will continue
         to remain payable according to its terms and that certain Pledge
         Agreement dated as of June 23, 2000 ("PLEDGE AGREEMENT") will continue
         in full force and effect. McCaffery understands and agrees that he must
         continue to comply with the collateral requirements of the Note and
         Pledge Agreement in accordance with their terms. In the event McCaffery
         becomes a full-time employee of an employer other than the Company,
         then any amounts to which McCaffery becomes entitled to receive under
         either of this Agreement or the Transition Employment Agreement
         subsequent to the commencement date of such other employment will be
         applied first to repay any amounts payable under the Promissory Note.

9.       NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTS.

         (a)      NON-DISCLOSURE AGREEMENT. McCaffery acknowledges that the
                  confidential information and data obtained by him during the
                  course of his employment concerning the business or affairs of
                  the Company, or any entity related thereto, are the property
                  of the Company and will be confidential to the Company. Such
                  confidential information may include, but is not limited to,
                  specifications, designs, and processes, product formulae,
                  manufacturing, distributing, marketing or selling processes,
                  systems, procedures, plans, know-how, services or material,
                  trade secrets, devices (whether or not patented or
                  patentable), customer or supplier lists, price lists,
                  financial information including, without limitation, costs of
                  materials, manufacturing processes and distribution costs,
                  business plans, prospects or opportunities, and software and
                  development or research work, but does not include McCaffery's
                  general business or direct marketing knowledge (the
                  "CONFIDENTIAL INFORMATION"). All the Confidential Information
                  shall remain the property of the Company and McCaffery agrees
                  that he will not disclose to any unauthorized persons or use
                  for his


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                  own account or for the benefit of any third party any of the
                  Confidential Information without the Board's written consent.
                  McCaffery agrees to deliver to the Company at the termination
                  of his employment or at such earlier date requested by the
                  Company, all memoranda, notes, plans, records, reports, video
                  and audio tapes and any and all other documentation (and
                  copies thereof) relating to the business of the Company, or
                  any entity related thereto, which he may then possess or have
                  under his direct or indirect control. Notwithstanding any
                  provision herein to the contrary, the Confidential Information
                  shall specifically exclude information which is publicly
                  available to McCaffery and others by proper means, readily
                  ascertainable from public sources known to McCaffery at the
                  time the information was disclosed or which is rightfully
                  obtained from a third party. It shall not be a breach of this
                  Section 9(a) for McCaffery to disclose Confidential
                  Information (1) as required by law, provided McCaffery
                  provides notice to the Company enabling it to seek a
                  protective order before disclosure; or (2) to his attorney
                  regarding litigation with the Company or other matters,
                  provided that McCaffery instructs his attorney not to disclose
                  such Confidential Information except with the advance written
                  consent of McCaffery and the Company or to the extent
                  necessary in connection with any dispute or potential dispute
                  between McCaffery and the Company.

         (b)      NON-COMPETITION AGREEMENT. McCaffery agrees that during his
                  employment with the Company and for a period of 6 months
                  following the date on which his employment with the Company
                  terminates for any reason, he will not, directly or
                  indirectly,

                  (1)      own, manage, control participate in, lend his name
                           to, act as consultant or advisor to or render
                           services (alone or in association with any other
                           person, firm, corporation or other business
                           organization) for any other person or entity engaged
                           in (a) the television home shopping business, or (b)
                           subject to the limitation set forth in the next
                           sentence, any business in which the Company competes
                           as of the date of termination of McCaffery's
                           employment with the Company or in which the Company
                           (upon authorization of the Board) has invested
                           significant research and development funds or
                           resources and contemplates entering into during the
                           following 12 months (the "RESTRICTED BUSINESS"), in
                           any country that the Company or any of its affiliates
                           operates during the term of McCaffery's employment
                           with the Company (the "RESTRICTED AREA"); or

                  (2)      have any interest in any business engaged in the
                           Restricted Business in the Restricted Area other than
                           the Company (provided that nothing herein will
                           prevent McCaffery from owning in the aggregate not
                           more than 1% of the outstanding stock of any class of
                           a corporation engaged in the Restricted Business in
                           the Restricted Area which is publicly traded, so long
                           as McCaffery has no participation in the management
                           or conduct of business of such corporation).

                  Notwithstanding any other provision of this Section 9,
                  "RESTRICTED BUSINESS" shall not include an internet- or
                  e-commerce-related business that is not also engaged in the
                  television home shopping business.

         (c)      COVENANT NOT TO HIRE OR RECRUIT EMPLOYEES. McCaffery agrees
                  that during his employment with the Company and for a period
                  of 12 months following the date on which his employment with
                  the Company terminates for any reason, he will not, directly
                  or indirectly, induce or attempt to induce any employee of the
                  Company or any entity related to the Company to leave his, her
                  or their employ, or in any other way interfere with the
                  relationship between the Company or any entity related to the
                  Company and any other employee of the Company or any entity
                  related to the Company.


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         (d)      COVENANT NOT TO SOLICIT CUSTOMERS. McCaffery agrees that
                  during his employment with the Company and for a period of 6
                  months following the date on which his employment with the
                  Company terminates for any reason, he will not, directly or
                  indirectly, induce or attempt to induce any customer,
                  supplier, franchisee, licensee, other business relation or any
                  affiliate of the Company or any entity related to the Company
                  to cease doing business with the Company or any entity related
                  to the Company, or in any way interfere with the relationship
                  between any customer, franchisee or other business relation
                  and the Company or any entity related to the Company, without
                  the prior written consent of the Board.

         (e)      ACKNOWLEDGMENT. McCaffery acknowledges that the provisions of
                  this Section 9 are reasonable and necessary to protect the
                  legitimate interests of the Company and that any violation of
                  this Section 9 by McCaffery will cause substantial and
                  irreparable harm to the Company to such an extent that
                  monetary damages alone would be an inadequate remedy therefor.
                  Therefore, in the event that McCaffery violates any provision
                  of this Section 9, the Company will be entitled to an
                  injunction, in addition to all the other remedies it may have,
                  restraining McCaffery from violating or continuing to violate
                  such provision.

         (f)      BLUE PENCIL DOCTRINE. If the duration of, scope of, or any
                  business activity covered by this Section 9 is in excess of
                  what is valid and enforceable under applicable law, such
                  provision will be construed to cover only that duration,
                  scope, or activity that is valid and enforceable. McCaffery
                  acknowledges that this Section 9 will be given the
                  construction which renders its provisions valid and
                  enforceable to the maximum extent, not exceeding its express
                  terms, possible under applicable laws.

10.      MCCAFFERY'S REPRESENTATIONS AND WARRANTIES.

         (a)      GOOD FAITH. At all times that he was an employee, officer, or
                  director of the Company, McCaffery acted in good faith, had no
                  reasonable cause to believe that his conduct was unlawful, and
                  reasonably believed that his conduct was in or not opposed to
                  the best interests of the Company.

         (b)      CAPACITY: ENFORCEABILITY. McCaffery has the legal capacity to
                  execute and deliver this Agreement and the McCaffery Release
                  and to perform his obligations hereunder and thereunder. This
                  Agreement is, and upon execution and expiration of the
                  applicable revocation period the McCaffery Release will be,
                  the legal, valid and binding obligation of McCaffery,
                  enforceable in accordance with their respective terms.

         (c)      COMPANY STATEMENTS. McCaffery has not relied upon any
                  statements or representations made by the Company or its
                  attorneys, written or oral, including but not limited to
                  statements regarding tax or legal matters pertaining to
                  actions contemplated by this Agreement, other than the
                  statements set forth in this Agreement and the ValueVision
                  Release.

11.      COMPANY'S REPRESENTATIONS AND WARRANTIES.

         (a)      CAPACITY: ENFORCEABILITY. The undersigned director of the
                  Company has the legal capacity to execute and deliver this
                  Agreement and the ValueVision Release on behalf of the
                  Company. This Agreement is, and upon execution the ValueVision
                  Release will be (subject to expiration of the rescission
                  period applicable to the McCaffery Release), the legal, valid
                  and binding obligation of the Company, enforceable in
                  accordance with their respective terms.


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         (b)      MCCAFFERY STATEMENTS. The Company has not relied upon any
                  statements or representations made by McCaffery or his
                  attorneys, written or oral, pertaining to actions contemplated
                  by this Agreement, other than the statements set forth in this
                  Agreement and the McCaffery Release.

12.      ADDITIONAL BONUS. The Board will consider, in its sole and absolute
         discretion, whether to pay an additional bonus to McCaffery under the
         terms of this Agreement based on the Company's financial performance
         for the fiscal year ending January 31, 2005 (FY2004). For purposes of
         providing general guidance to the Board only, if the Company's earnings
         before interest, taxes, depreciation and amortization ("EBITDA") for
         FY2004 is greater than $35 million, the additional bonus to be paid to
         McCaffery would be no greater than the lower of $250,000 or the amount
         of any performance bonus under Section 5(a)(4), and if the EBITDA for
         such fiscal year were in excess of $50 million, the additional bonus to
         be paid to McCaffery would be no greater than the lower of $500,000 or
         the amount of any performance bonus under Section 5(a)(4). The Board
         may determine in its sole and absolute discretion whether any bonus
         under this Section 11 will be paid to McCaffery and, if so, the form
         and timing of payment of any such bonus.

13.      COOPERATION.

         (a)      OBLIGATION TO COOPERATE. At the Company's request and upon
                  reasonable prior notice, McCaffery will, from time to time,
                  both during and after his employment with the Company:

                  (1)      timely execute and deliver such acknowledgements,
                           instruments, certificates, and other ministerial
                           documents (including without limitation,
                           certification as to specific actions performed by
                           McCaffery in his capacity as an officer or director
                           of the Company) as may be necessary or appropriate to
                           formalize and update applicable corporate records;

                  (2)      cooperate with the Company and otherwise perform such
                           actions as reasonably requested by the Company in
                           connection with any legal proceedings, investigations
                           or litigation in which the Company is involved or
                           otherwise has an interest; and

                  (3)      discuss and consult with the Company regarding
                           business matters that he was involved with while
                           employed by the Company.

         (b)      PAYMENT. To the extent that cooperation under Section 13(a) is
                  required by the Company after McCaffery is no longer employed
                  by the Company, the Company will compensate McCaffery for his
                  time as well as any expenses he incurs in connection with any
                  actions taken to comply with Section 13(a) after termination
                  of McCaffery's employment with the Company, at a per diem
                  amount of $2,000. Such payment by the Company will be made as
                  soon as practicable after the Company requests his cooperation
                  under Section 13(a).

         (c)      EXCEPTION. Notwithstanding Section 13(a), McCaffery may refuse
                  to comply with a request for his cooperation by the Company
                  under Section 13(a) if McCaffery reasonably believes that his
                  cooperation would be unlawful or unethical or would require
                  him to make any inaccurate statement of fact.

         (d)      EFFECT OF BREACH. Any action or omission by McCaffery in
                  violation of Section 13(a) shall not constitute a breach of
                  this Agreement unless and until the Company has provided
                  written notice to McCaffery describing the alleged violation
                  and, if such


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<PAGE>

                  violation is curable, McCaffery has failed to cure it within
                  five (5) calendar days following the date such notice is
                  given.

14.      MUTUAL CONFIDENTIALITY.

         (a)      GENERAL STANDARD. It is the intent of the parties that the
                  terms of this Agreement and the Releases (collectively
                  "CONFIDENTIAL SEPARATION INFORMATION"), will be forever
                  treated as confidential. Accordingly, McCaffery and the
                  Company will not disclose or discuss such Confidential
                  Separation Information to or with anyone at any time, except
                  as provided in Section 14(b) below.

         (b)      EXCEPTIONS.

                           (1)  It will not be a violation of this Agreement for
                           the parties to disclose Confidential Separation
                           Information in reports to governmental agencies as
                           required by law or regulation, including but not
                           limited to, disclosure as required by federal
                           securities laws and regulations or any federal or
                           state tax authority.

                           (2)  It will not be a violation of this Agreement for
                           the parties to acknowledge the existence of this
                           Agreement or the Transition Employment Agreement, if
                           in effect, in response to any inquiry regarding the
                           termination of McCaffery's employment with the
                           Company or his status as President and Chief
                           Executive Officer.

                           (3)  It will not be a violation of this Agreement for
                           McCaffery to disclose Confidential Separation
                           Information to his spouse, attorneys, accountants or
                           tax advisors.

                           (4)  It will not be a violation of this Agreement for
                           McCaffery to disclose to employers and prospective
                           employers that he is constrained from certain
                           activities as a result of the terms of this
                           Agreement. Nor will it be a violation of this
                           Agreement for McCaffery to inform Company employees
                           who ask him about employment opportunities outside
                           the Company that the terms of Section 9(c) preclude
                           him from engaging in certain activities that could
                           interfere with their employment with the Company.

                           (5)  It will not be a violation of this Agreement for
                           either party to disclose Confidential Separation
                           Information to the Company's auditors, its attorneys,
                           or its directors, officers, employees, and agents who
                           have a legitimate reason to obtain the Confidential
                           Separation Information in the course of performing
                           their duties or responsibilities for the Company.

                           (6)  It will not be a violation of this Agreement for
                           either party to disclose Confidential Separation
                           Information in connection with any litigation or
                           arbitration proceeding involving the parties' rights
                           or obligations under this Agreement or the Releases.

15.      NON-DISPARAGEMENT. McCaffery will not malign, defame or disparage the
         reputation, character, image, products, or services of the Company, or
         the reputation or character of the Company's directors, officers,
         employees, or agents. The Company will not authorize any of its
         officers, directors, employees or agents acting on its behalf to
         malign, defame or disparage the reputation or character of McCaffery,
         and will take appropriate and reasonable actions to prevent any such
         person from doing so. Nothing in this Section 15 will be interpreted to
         limit in any manner the


                                       9
<PAGE>

         exercise of fiduciary responsibilities of any person as an officer or
         director of the Company, or to prohibit any person from giving truthful
         information in response to a valid subpoena or court order.

16.      FULL COMPENSATION. McCaffery acknowledges and understands that the
         payments made and other consideration provided by the Company under
         this Agreement will fully compensate McCaffery for and extinguish any
         and all of the potential claims McCaffery is releasing in the McCaffery
         Release, including without limitation, any claims for attorneys' fees
         and costs and any and all claims for any type of legal or equitable
         relief.

17.      LEGAL REPRESENTATION. McCaffery acknowledges that he consulted with his
         own attorney before executing this Agreement and the McCaffery Release,
         that he has had a full opportunity to consider this Agreement and the
         Releases, and that he has had a full opportunity to ask any questions
         that he may have concerning this Agreement, the Releases, and the
         settlement of his potential claims against the Company.

18.      EXPENSES. As soon as practicable after satisfaction by McCaffery of
         each of the conditions precedent set forth in Section 6, the Company
         will reimburse McCaffery up to $35,000 for the reasonable legal fees
         and expenses incurred by McCaffery in connection with the negotiation
         and execution of this Agreement and the Releases.

19.      TAXES. The Company will deduct from any payments made to McCaffery
         under this Agreement any withholding or other taxes that the Company is
         required to deduct, if any, under applicable law. Except to the extent
         taxes are withheld by the Company, McCaffery shall be solely
         responsible for the payment of all taxes due and owing with respect to
         wages, benefits, and other compensation provided to him hereunder. So
         long as the Company reasonably believes McCaffery is a legal resident
         of the State of Illinois, the Company shall treat McCaffery as a
         resident of the State of Illinois for state income tax withholding
         purposes and shall allocate any compensation reportable with respect to
         the payments made to him under Section 5 and any compensation income
         realized by him from the exercise of stock options to Illinois.
         McCaffery agrees to promptly advise the Company should his residence
         change from that of Illinois.

20.      ASSIGNMENT. The rights and obligations of the Company under this
         Agreement will inure to the benefit of and be binding upon the
         successors and assigns of the Company. McCaffery may not assign this
         Agreement or any rights hereunder. Any purported or attempted
         assignment or transfer by McCaffery of this Agreement or any of
         McCaffery's duties, responsibilities, or obligations hereunder will be
         void. Notwithstanding the forgoing sentence:

         (a)      in the event of McCaffery's death prior to the Transition
                  Date, McCaffery's estate will be eligible to receive the
                  consideration payable under Sections 5(a) and (c) if and only
                  if McCaffery's estate satisfies the conditions precedent in
                  Section 6, and the date of McCaffery's death will be the
                  Transition Date; and

         (b)      in the event of McCaffery's total incapacity prior to the
                  Transition Date, McCaffery will be eligible to receive the
                  consideration payable under Sections 5(a) and (c) if and only
                  if McCaffery's duly authorized representative satisfies the
                  conditions precedent in Section 6, and the date of McCaffery's
                  total incapacity will be the Transition Date.

21.      MISCELLANEOUS.

         (a)      NOTICES. Notices required to be given under this Agreement
                  must be in writing and will be deemed to have been given when
                  personally served, sent by courier or mailed by United States
                  registered or certified mail, return receipt requested,
                  postage prepaid, to the


                                       10
<PAGE>

                  last known residence address of McCaffery or, in the case of
                  the Company, to its principal office, to the attention of the
                  Board, or to such other address as either party may have
                  furnished to the other in writing in accordance herewith,
                  except that notice of change of address will be effective only
                  upon receipt by the other party.

         (b)      CONSTRUCTION AND SEVERABILITY. The validity, interpretation,
                  performance, and enforcement of this Agreement will be
                  governed by the laws of the State of Minnesota without regard
                  to conflicts-of-laws provisions that would require application
                  of any other law. In the event any provision of this Agreement
                  is held illegal or invalid for any reason, such illegality or
                  invalidity will not in any way affect the legality or validity
                  of any other provision hereof and, subject to Section 9(f),
                  such illegal or invalid provision will be deemed severed from
                  this Agreement. It is the intention of the parties hereto that
                  the Company be given the broadest possible protection
                  respecting its confidential information and trade secrets; and
                  respecting competition by McCaffery following his resignation
                  from the Company.

         (c)      REMEDIES.

                           (1)  ACKNOWLEDGEMENT REGARDING INJUNCTIVE AND OTHER
                           EQUITABLE RELIEF. McCaffery acknowledges that it
                           would be difficult to fully compensate the Company
                           for monetary damages resulting from any breach by him
                           of the provisions of Sections 9 and 14. Accordingly,
                           in the event of any actual or threatened breach of
                           any such provisions, the Company will, in addition to
                           any other remedies it may have, be entitled to
                           injunctive and other equitable relief to enforce such
                           provisions, and such relief may be granted without
                           the necessity of proving actual monetary damages.

                           (2)  JURISDICTION AND VENUE. McCaffery and the
                           Company consent to jurisdiction of the Hennepin
                           County, Minnesota district court and/or United States
                           District Court for the District of Minnesota, for the
                           purpose of resolving all claims for injunctive
                           relief. Any such actions for injunctive relief must
                           be brought in such courts. Each party consents to
                           personal jurisdiction over such party in the state
                           and/or federal courts of Minnesota and hereby waives
                           any defense of lack of personal jurisdiction.

         (d)      ENTIRE AGREEMENT. Except for any and all agreements or
                  understandings related to McCaffery's stock options and
                  restricted stock (which have not been affected or altered by
                  this Agreement except as provided in Section 5(d)), this
                  Agreement, the Releases, the Transition Employment Agreement,
                  the Promissory Note and the Pledge Agreement set forth the
                  entire understanding between the Company and McCaffery, and
                  there are no understandings other than as set forth in this
                  Agreement, the Releases, the Transition Employment Agreement,
                  the Promissory Note and the Pledge Agreement. This Agreement
                  may not be altered or amended, except by a writing executed by
                  the party against whom such alteration or amendment is to be
                  enforced. This Agreement, the Releases and the Transition
                  Employment Agreement supercede the Amended and Restated
                  Employment Agreement.

         (e)      COUNTERPARTS. This Agreement may be simultaneously executed in
                  any number of counterparts, and such counterparts executed and
                  delivered, each as an original, will constitute but one and
                  the same instrument.


                                       11
<PAGE>

         (f)      CAPTIONS AND HEADINGS. The captions and section headings used
                  in this Agreement are for convenience of reference only, and
                  will not affect the construction or interpretation of this
                  Agreement or any of the provisions hereof.

         (g)      WAIVERS. No failure on the part of either party to exercise,
                  and no delay in exercising, any right or remedy hereunder will
                  operate as a waiver thereof; nor will any single or partial
                  exercise of any right or remedy hereunder preclude any other
                  or further exercise thereof, or the exercise of any other
                  right or remedy granted hereby or by any related document or
                  by law. No single or partial waiver of rights or remedies
                  hereunder, nor any course of conduct of the parties, will be
                  construed as a waiver of rights or remedies by either party
                  (other than as expressly and specifically waived).

         (h)      RELIANCE BY THIRD PARTIES. This Agreement is intended for the
                  exclusive benefit of the parties hereto and their respective
                  heirs, executors, administrators, personal representatives,
                  successors, and permitted assigns, and no other person or
                  entity has any right to rely on this Agreement or to claim or
                  derive any benefit therefrom, absent the express written
                  consent of the party to be charged with such reliance or
                  benefit.

         The parties have signed this Agreement as of the dates set forth below
their respective signatures below.


VALUEVISION MEDIA, INC.                       GENE MCCAFFERY


By:    Nathan E. Fagre                           /s/ Gene McCaffery
       -------------------------------           -------------------------------
       Print Name                                Signature

Its:   Senior Vice President,
       General Counsel and Secretary      Dated: November 25, 2003
       -------------------------------           -------------------------------
       Title


       /s/ Nathan E. Fagre
       -------------------------------
       Signature

Dated: November 25, 2003
       -------------------------------


                                       12

</TEXT>
</DOCUMENT>
