VALUEVISION MEDIA INC
AMENDMENT NO 2 TO EMPLOYMENT AGREEMENT-MCCAFFERTY
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<TYPE>EX-10.34
<SEQUENCE>6
<FILENAME>c74657exv10w34.txt
<DESCRIPTION>AMENDMENT NO 2 TO EMPLOYMENT AGREEMENT-MCCAFFERTY
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                                                                   EXHIBIT 10.34

                               AMENDMENT NO. 2 TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 2, dated as of September 10, 2002 ("Amendment No. 2"),
to the Amended and Restated Employment Agreement, dated as of December 2, 1999,
as amended by Amendment No. 1, dated as of October 9, 2000 (the "Agreement"), by
and between ValueVision Media, Inc., a Minnesota corporation ("Employer") and
Gene McCaffery ("Employee"). All capitalized terms not defined in this Amendment
No. 2 shall have the meaning given such term in the Agreement, unless the
context requires otherwise.

                                   WITNESSETH:

     WHEREAS, Employer and Employee previously entered into the Agreement,
pursuant to which Employer currently employs Employee pursuant to the terms and
conditions of the Agreement;

     WHEREAS, Employer and Employee each have determined that it would be to the
advantage and best interest of Employer and Employee to enter into this
Amendment No. 2 to extend the term of the Agreement;

     WHEREAS, this Amendment No. 2 supplements, modifies and amends certain
provisions of the Agreement, but except as specifically so amended herein, the
Agreement shall continue in full force and effect including, without limitation
the grant of stock options in the amount of 100,000 shares of Employer's common
stock pursuant to section 4(e) of the Agreement, which options have vested in
accordance with their terms, and the grant of stock options as set forth in
Amendment No. 1 to the Agreement; and

     WHEREAS, as provided in the Agreement, the Original Options shall not be
superseded by the Agreement or this Amendment No. 2 and shall be in effect as
provided in the Original Agreement, such Original Options being heretofore
vested for all purposes of Section 4.e. of the Original Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Amendment No. 2, the parties hereto agree as follows:

     1.   Extended Term of Employment. Section 2, "Term", of the Agreement is
          amended by deleting the first sentence of the Section and replacing
          it with the following:


     "Employee's employment under this Agreement, as amended by Amendment
     No. 1 and Amendment No. 2, in lieu of the Original Agreement, shall
     commence on December 2, 1999 and shall continue on a full-time basis
     until December 31, 2005 (the "Term"), unless earlier terminated as
     hereinafter provided. The period from December 2, 1999 until March 31,
     2001 is referred to as the "Initial Term"; the period from April 1,
     2001

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         until April 1, 2004 is referred to as the "First Extended Term"; the
         period from April 2, 2004 until December 31, 2005 is referred to as the
         "Second Extended Term"; and the First Extended Term and the Second
         Extended Term together are referred to as the "Extended Term".

          2.   Compensation -- Base Salary. Section 4.a., "Compensation -- Base
               Salary" is amended by deleting the sentence and replacing it with
               the following:

         "Employee shall receive a base salary of Seven Hundred Fifty Thousand
         and no/100 Dollars ($750,000) during each year of the Initial Term.
         Commencing on the first day of the Extended Term, Employee's base
         salary shall increase by Fifty Thousand and no/100 Dollars ($50,000),
         and shall increase by an additional Fifty Thousand and no/100 Dollars
         ($50,000) on each anniversary of the commencement of the Extended Term.
         The base salary that Employee is receiving at any given time shall be
         referred to as the "Base Salary" for purposes of computing Bonus Salary
         and other benefits hereunder from time to time. All Base Salary shall
         be payable in accordance with Employer's normal payment schedule for
         its executive employees."

          3.   Compensation -- Signing Bonus. Section 4.b., "Compensation --
               Signing Bonus", is amended by adding the following sentences
               following the first sentence in Section 4.b.:

         "Upon execution of Amendment No. 1, Employee shall be entitled to
         receive a payment of Five Hundred Thousand and no/100 Dollars
         ($500,000) (the "First Extended Term Signing Bonus"). In the event that
         Employee voluntarily terminates his employment during the Employment
         Period pursuant to Section 6.c. of the Agreement, other than pursuant
         to Section 6.e. or Section 6.f., then Employee shall repay to the
         Employer a pro rata portion of the First Extended Term Signing Bonus
         based on the remaining period of the First Extended Term at the time of
         such voluntary termination. Upon execution of Amendment No. 2, Employee
         shall be entitled to receive a payment of Two Hundred Ninety-One
         Thousand, Six Hundred and Sixty-Six and no/100 Dollars ($291,666) (the
         "Second Extended Term Signing Bonus"), which shall become due and
         payable to Employee commencing on the first day of the Second Extended
         Term. In the event that Employee voluntarily terminates his employment
         during the Employment Period pursuant to Section 6.c. of the Agreement,
         other than pursuant to Section 6.e. or Section 6.f., then Employee
         shall repay to the Employer a pro rata portion of the Second Extended
         Term Signing Bonus (if Employee as of such voluntary termination date
         has already received the Second Extended Term Signing Bonus) based on
         the remaining period of the Second Extended Term at the time of such
         voluntary termination."


          4.   Stock Options. A new subsection (ii) shall be added as set forth
               below, and the existing subsection (ii) shall be redesignated as
               subsection (iii):

          "(ii) (a) As of the date of Amendment No. 1, Employer shall grant to
          Employee, employee stock options to purchase an aggregate of Four
          Hundred and Fifty Thousand

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         and no/100 (450,000) shares of the Employer's Common Stock (the "First
         Extended Period Options"). The First Extended Period Options shall be
         granted under an option agreement between Employer and Employee dated
         as of the date of Amendment No. 1, and shall vest and become
         exercisable by Employee as follows: on each July 1st, October 1st,
         January 1st and April 1st during the First Extended Term, commencing on
         July 1st 2001 and ending on April 1st, 2004, options to purchase
         Thirty-Seven Thousand Five Hundred (37,500) shares shall vest and
         become exercisable. The First Extended Period Options shall have a term
         of ten (10) years, provided that upon the termination of Employee's
         employment with Employer, Employee shall have six months from the date
         of such termination to exercise any such Options. The First Extended
         Period Options shall have a per share exercise price equal to $22.50,
         the closing price of one share of common stock of Employer on the last
         trading day immediately prior to the date of Amendment No. 1.

         "(b) As of the date of Amendment No. 2, Employer shall grant to
         Employee, employee stock options to purchase an aggregate of Two
         Hundred Sixty-Two Thousand, Five Hundred and no/100 (262,500) shares of
         the Employer's Common Stock (the "Second Extended Period Options"). The
         Second Extended Period Options shall be granted under an option
         agreement between Employer and Employee dated as of the date of
         Amendment No. 2, and shall vest and become exercisable by Employee as
         follows: on each July 1st, October 1st, December 31st and April 1st
         during the Second Extended Term, commencing on July 1st 2004 and ending
         on December 31st, 2005, options to purchase Thirty-Seven Thousand Five
         Hundred (37,500) shares shall vest and become exercisable. The Second
         Extended Period Options shall have a term of ten (10) years, provided
         that upon the termination of Employee's employment with Employer,
         Employee shall have six months from the date of such termination to
         exercise any such Options. The Second Extended Period Options shall
         have a per share exercise price equal to $14.81.


          5.   Retention Bonus. The following changes are made to paragraph 4(f)
               of the Agreement, "Compensation -- Retention Bonus". In the first
               sentence of that paragraph, the word "Term" is changed to
               "Initial Term"; and the following sentences are added to the end
               of the paragraph:

         "As an additional incentive to retain Employee through the end of the
         First Extended Term, Employer shall pay Employee an additional amount
         equal to One Million no/100 Dollars ($1,000,000) (the "First Extended
         Term Retention Bonus") if (i) Employee remains employed with Employer
         through the last day of the First Extended Term, (ii) Employee is
         discharged without Cause pursuant to Section 6.f or (iii) Employee
         resigns following a Change of Control pursuant to Section 6.f., or (iv)
         Employee resigns for Employer cause pursuant to Section 6.e. For the
         avoidance of doubt, the First Extended Term Retention Bonus is payable
         in addition to, and not in lieu of, the Retention Bonus payable to
         Employee in respect of the Initial Term under the provisions of the
         first sentence of Section 4.f. hereof."



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         "As an additional incentive to retain Employee through the end of the
         Second Extended Term, Employer shall pay Employee an additional amount
         equal to Five Hundred Eighty-Three Thousand, Three Hundred and
         Thirty-Three and no/100 Dollars ($583,333.00) (the "Second Extended
         Term Retention Bonus") if (i) Employee remains employed with Employer
         through the last day of the Second Extended Term, (ii) Employee is
         discharged without Cause pursuant to Section 6.f or (iii) Employee
         resigns following a Change of Control pursuant to Section 6.f., or (iv)
         Employee resigns for Employer cause pursuant to Section 6.e. For the
         avoidance of doubt, the Second Extended Term Retention Bonus is payable
         in addition to, and not in lieu of, either the Retention Bonus payable
         to Employee in respect of the Initial Term under the provisions of the
         first sentence of Section 4.f. hereof or the First Extended Term
         Retention Bonus referred to in the immediately preceding paragraph."


         6.       Additional Extended Terms.

                  Employer and Employee agree that on or prior to the date that
         is eighteen (18) months before the end of the Second Extended Term,
         they shall discuss the interest of both parties in extending the
         Agreement for an additional term (i.e., beyond the Second Extended
         Term) of eighteen (18) months and, upon the mutual desire and agreement
         of the parties for such additional term, to enter into a further
         Amendment to the Agreement reflecting such agreement.

         7.       Continued Effect of Agreement.

                  Except as specifically amended by this Amendment No. 2, the
         terms and provisions of the Agreement remain unchanged and the
         Agreement shall continue in full force and effect.


                  IN WITNESS WHEREOF, the parties hereto have executed or caused
         this Amendment No. 2 to be executed as of the day, month and year first
         above written.



                             VALUEVISION MEDIA, INC.


                                       By:    /s/ Marshall Geller
                                           -------------------------------
                                           Title: Chairman of Compensation
                                                  Commitee
                                           Name: Marshall Geller

                                       By:    /s/ Gene McCaffery
                                          -------------------------------
                                                  Gene McCaffery




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