VALUEVISION MEDIA INC
FORM OF CHANGE OF CONTROL AND SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>c00656exv10.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AND SEVERANCE AGREEMENT
<TEXT>
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                                                                      EXHIBIT 10

                                 STANDARD FORM OF CHANGE OF CONTROL
                                            AND SEVERANCE AGREEMENT

                         EXECUTIVE SEPARATION AGREEMENT

      THIS AGREEMENT is made this ____ day of _______, 200_, between ValueVision
Media, Inc., a Minnesota corporation ("the Company"), and ______________________
("Executive").

      WHEREAS, the Company employs Executive as a _________________________; and

      WHEREAS, the Company wishes to provide Executive with certain benefits,
and to receive from Executive certain agreements;

      THEREFORE, the parties agree:

1.    TERM. This Agreement shall be effective from the date written above until
      the third (3rd) anniversary of the date written above, except as noted
      below.

2.    TERMINATION OF EMPLOYMENT.

      a.    Termination For Cause. The Company may terminate Executive's
            employment immediately for Cause. Cause shall mean: (i) a material
            act which results in, or is intended to result in, Executive's
            personal enrichment at the expense of the Company, including theft
            or embezzlement; (ii) public conduct by Executive detrimental to the
            reputation of the Company; (iii) material violation by Executive of
            any Company policy, regulation or practice, including but not
            limited to the Executive's willful or grossly negligent failure to
            adequately perform the duties of his or her position to the material
            detriment of the Company; (iv) conviction of, or a plea of guilty or
            no contest to, a felony; (v) a physical or mental condition which
            persists for more than ninety (90) days and which prevents Executive
            from performing the essential functions of his or her position with
            or without reasonable accommodation; or (vi) Executive's death.

      b.    Termination Without Cause. The Company may remove Executive from his
            or her duties, responsibilities or title without cause after fifteen
            (15) days' written notice, provided that the Company may relieve
            Executive of all duties during this 15-day period.

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      C.    Resignation by Executive for Good Reason in the Absence of Change in
            Control.

            Executive may resign from his or her employment for Good Reason in
            the absence of a Change in Control (as defined below) of the Company
            during the prior 18 months in the event that:

            i.    the Company substantially diminishes the duties,
            responsibilities or title of the Executive such that the position
            held by the Executive is no longer an officer-level position (as
            determined in the sole discretion of the Human Resources and
            Compensation Committee of the Company's Board of Directors); and

            ii.   the Company (A) materially breaches its obligations to pay
            Executive, unless the failure to pay is a result of a good faith
            dispute between the Company and the Executive; (B) reduces the
            overall compensation opportunity of Executive (unless as part of an
            across-the-board compensation opportunity reduction applicable on a
            similar basis to all similarly-situated Company executives, and
            provided that any such across-the-board reduction does not in the
            aggregate during the 18 months following the first such reduction
            exceed ten percent of Executive's overall compensation opportunity
            during the 12 months immediately preceding the date of the first
            such reduction); or (C) reduces the Executive's bonus opportunity or
            materially reduces other employee benefits made available to the
            Executive, in either case in a manner that singles out or uniquely
            affects Executive and is not part of a broader reduction,
            elimination, restructuring, reorganization, or other change in bonus
            objectives, bonus or compensation plans, and benefits made available
            to officers at the Company.

            In order for these occurrences to constitute Good Reason, Executive
            must provide the Company written notice stating in detail the reason
            that Good Reason exists, and the Company shall have thirty (30) days
            following receipt of this notice to correct the occurrence. Only if
            the Company fails to correct the occurrence does Good Reason exist.

      d.    Resignation by Executive for Good Reason in the Event of Change in
            Control.

            Executive may resign from his or her employment for Good Reason in
            the event that there is a Change in Control of the Company during
            the prior 18 months in the event that:

            i.    the Company substantially diminishes those duties,
                  responsibilities or title of Executive set forth in Exhibit A
                  to this Agreement;

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            ii.   the Company materially breaches its obligations to pay
                  Executive, or reduces the base salary, bonus opportunity or
                  other benefits to Executive, unless (a) this reduction is part
                  of an across-the-board compensation reduction applicable on
                  the same basis to all similarly-situated executives of the
                  Company, (b) such reductions or changes do not in the
                  aggregate exceed ten percent of Executive's base salary and
                  annual bonus opportunity during the 12 month period
                  immediately preceding the reduction or change, or (c) the
                  failure to pay is a result of a good faith dispute between the
                  Company and Executive; or

            iii.  the Company requires Executive to be based at any office or
                  location greater than fifty (50) miles from the location of
                  Executive's primary current work location.

            In order for these occurrences to constitute Good Reason, Executive
            must provide the Company written notice stating in detail the reason
            that Good Reason exists, and the Company shall have thirty (30) days
            following receipt of this notice to correct the occurrence. Only if
            the Company fails to correct the occurrence does Good Reason exist.

3.    Change in Control. "Change in Control" means an "Event" or a "Fundamental
      Change", as defined in the Company's 2004 Omnibus Stock Plan (the "Plan"),
      as amended from time to time. The Plan is incorporated by reference
      herein.

4.    Severance.

      a.    The Company shall not make any severance payments to Executive
            unless (i) Executive has signed a release of claims in the form set
            forth in Exhibit B to this Agreement; (ii) all applicable rescission
            periods have expired; and (iii) Executive complies with the terms of
            this Agreement while severance is payable.

      b.    In the event that Executive's employment is terminated for Cause
            pursuant to paragraph 2.a, or if Executive voluntarily terminates
            employment without Good Reason, the Company shall pay to Executive
            only base salary and auto allowance accrued as of the date on which
            Executive's employment terminates. For the avoidance of doubt, the
            parties agree that Executive will not be entitled to any bonus
            payment in the event of a termination under this paragraph 4.b.

      c.    Payments in a Non-Change in Control Case. In the event of removal
            without Cause pursuant to paragraph 2.b, or if Executive resigns
            from his

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            or her employment with Good Reason in the absence of a Change in
            Control within the prior 18 months pursuant to paragraph 2.c, in
            consideration and compensation for the non-compete obligations of
            the Executive under this Agreement, the Company shall continue
            Executive's employment for the Severance Period (as defined below)
            and shall pay or make available to Executive:

            i.    base salary and auto allowance for an additional eighteen (18)
                  months from the date on which removal or resignation under
                  paragraph 2.b or 2.c occurs (the "Severance Period"), such
                  payments to be made in equal monthly installments according to
                  the Company's regular payroll practices, and subject to
                  applicable withholding;

            ii.   a pro-rata portion of the Executive's bonus opportunity for
                  the fiscal year in which the removal or resignation under
                  paragraph 2.b or 2.c occurred, adjusted to reflect the actual
                  Company performance achieved for such fiscal year against
                  company-wide performance targets for executives (to be
                  calculated on the same basis as for bonuses paid to
                  similarly-situated executives for such fiscal year), and if
                  but only if such removal or resignation occurred after the
                  180th day of the fiscal year, and such bonus to be paid at the
                  same time as bonus payments are made to other employees (in
                  approximately April of each year); and

            iii.  continued coverage during the Severance Period for any medical
                  or dental coverage which Executive had during employment.

      d.    Payments in a Change in Control Case. In the event of removal
            without Cause pursuant to paragraph 2.b, or if Executive resigns for
            Good Reason, no more than eighteen (18) months after a Change in
            Control pursuant to paragraph 2.d, in lieu of any payments otherwise
            due under Paragraph 4.c, and in consideration and compensation for
            the non-compete obligations of the Executive under this Agreement,
            the Company shall continue Executive's employment and shall pay or
            make available to Executive:

            i.    base salary and auto allowance for twenty-four (24) months
                  from the date on which removal or resignation under paragraph
                  2.b or 2.c occurs (the "Extended Severance Period"), such
                  payments to be made in equal monthly installments according to
                  the Company's regular payroll practices, subject to applicable
                  withholding;

            ii.   a pro-rata portion of Executive's bonus target amount for the
                  fiscal year in which the removal or resignation under
                  paragraph 2.b or

                                       4
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                  2.c occurs, and such bonus to be paid within thirty (30) days
                  of the date of such removal or resignation; and

            iii.  continued coverage during the Extended Severance Period for
                  any medical or dental coverage which Executive had during
                  employment, and/or, at the Executive's discretion,
                  reimbursement for all payments made by Executive during the
                  Extended Severance Period under COBRA, including any necessary
                  "gross up" for tax purposes.

      e.    Should Executive die or become disabled after removal or resignation
            pursuant to paragraph 2.b or 2.c, Executive's heirs or estate may
            continue receiving any remaining severance owed under paragraphs 4.c
            or 4.d.

      f.    During any Severance Period or Extended Severance Period, Executive
            shall remain an employee of the Company with only the duties and
            responsibilities set forth in paragraph 4.g below. Executive shall
            not accrue vacation time during any Severance Period or Extended
            Severance Period. Executive's employment with the Company shall end
            on the last day of the Severance Period or Extended Severance
            Period, as applicable.

      g.    During any Severance Period or Extended Severance Period, the
            Company may from time to time seek Executive's advice or consult
            with Executive, at reasonable times mutually agreed by the parties,
            with respect to matters that Executive handled or issues with which
            Executive has particular knowledge or expertise. In addition, during
            any Severance Period or Extended Severance Period, Executive shall
            reasonably cooperate with the Company with respect to all
            litigation, claims, proceedings, arbitrations or similar occurrences
            about which Executive has information and where Executive's services
            are required. Such cooperation may include, but not necessarily be
            limited to, Executive making himself or herself available for
            interviews, document reviews, reviewing and signing affidavits,
            giving depositions and testifying in court.

      h.    Notwithstanding any other provision of this Paragraph 4 to the
            contrary, if the aggregate "After Tax Amount" (as defined below) of
            the Payments in a Change in Control Case that would be payable to
            the Executive would otherwise exceed the "After Tax Floor Amount"
            (as defined below) then the aggregate amount of payments in a Change
            in Control Case under this Paragraph shall be reduced (but not below
            the "Floor Amount") to the largest amount that would both (i) not
            cause any additional tax liability to be payable by the Executive
            under Code Section 4999 and (ii) not cause such payments to become
            nondeductible by the Company by reason of Section 280G of the Code
            (or any successor provision). For purposes of this provision, the
            Executive shall be deemed to be subject to the highest

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            marginal rate of federal, state and local taxes excluding social
            security, Medicare and alternative minimum taxes.

            "After Tax Amount" means the portion of a specified amount that
            would remain after payment of all federal, state and local taxes
            (excluding social security, Medicare and alternative minimum taxes)
            and the 20% excise tax payable by the Executive under Code Section
            4999 on any excess parachute payment otherwise payable under this
            Paragraph.

            "After Tax Floor Amount" means the after tax amount of the Floor
            Amount.

            "Floor Amount" means the greatest pretax amount of severance
            compensation payable under subparagraph d of this Paragraph 4 that
            could be paid to the Executive without causing the Executive to
            become liable for the payment of excise taxes pursuant to Code
            Section 4999 as a result of such payments.

5.    CONFIDENTIAL INFORMATION.

      a.    Executive acknowledges that much of the information to which he or
            she has had or will have access during employment is confidential
            and belongs to the Company. Confidential Information may include,
            but is not limited to, customer data or lists, vendor data or lists,
            the terms of contracts with employees or third parties, business
            plans, information about prospects or opportunities, software codes
            or development work, and financial information. Confidential
            Information does not include Executive's general business or
            marketing knowledge, or information which is publicly available by
            proper means.

      b.    All Confidential Information is the property of the Company, and
            Executive will not, at any time during or after employment, disclose
            to any unauthorized persons, or use for Executive's own benefit or
            the benefit of any third party, any of the Confidential Information
            without the Company's written consent. Executive will treat
            information as confidential if there is reason to believe that the
            Company considers it to be Confidential Information.

      c.    Executive agrees to deliver to the Company at the termination of
            employment all documents, video and audio tapes and all other
            materials, whether in electronic, written, photographic or video
            form, relating to the business of the Company. Executive will not
            keep a copy of any such information without the Company's written
            consent.

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      d.    Executive will notify the Company immediately in the event that he
            or she is contacted by any third party, including but not limited to
            potential adverse parties, with regard to his activities on behalf
            of or knowledge of the Company.

6.    INVENTIONS. Executive agrees that all inventions, innovations or
      improvements in the method of conducting the Company's business that are
      conceived or made by Executive belong to the Company. Executive will
      promptly disclose such inventions to the Company and perform all actions
      reasonably requested by the Company to protect those inventions. This
      agreement does not apply to any invention for which none of the Company's
      equipment, supplies, facility or trade secret information was used and
      which was developed entirely on Executive's own time, and (1) which does
      not relate (a) directly to the Company's business, or (b) to the Company's
      actual or demonstrably anticipated research or development, or (2) which
      does not result from any work that Executive performed for the Company.

7.    NONCOMPETITION AND NONSOLICITATION.

      a.    Executive agrees that during his or her employment with the Company,
            and for the later of (i) twelve (12) months following the
            termination of that employment if Executive is not entitled to
            receive severance payments pursuant to this Agreement, or (ii) the
            last day of the Severance Period or Extended Severance Period if
            Executive is entitled to receive severance payments pursuant to this
            Agreement, Executive will not directly or indirectly own, manage,
            control, participate in, lend his or her name to, become an employee
            of, act as consultant or advisor to, or render services to, any
            competitor to the Company in the television home shopping business,
            the infomercial business, or any internet sites or catalog business
            that directly compete with the Company.

      b.    Executive agrees that during his or her employment with the Company,
            and for the later of (i) twelve (12) months following the
            termination of that employment if Executive is not entitled to
            receive severance payments pursuant to this Agreement, or (ii) the
            last day of the Severance Period or Extended Severance Period if
            Executive is entitled to receive severance payments pursuant to this
            Agreement, Executive will not hire or attempt to induce any employee
            of the Company to leave his or her employ, or in any other way
            interfere with the Company's employment relationships.

      c.    Executive agrees that during his or her employment with the Company,
            and for the later of (i) twelve (12) months following the
            termination of that employment if Executive is not entitled to
            receive severance payments pursuant to this Agreement, or (ii) the
            last day of the Severance Period or Extended Severance Period if
            Executive is entitled to

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            receive severance payments pursuant to this Agreement, Executive
            will not attempt to induce any customer, supplier, franchisee,
            licensee, or other business relation of the Company to cease doing
            business with the Company, or in any other way interfere with the
            Company's business relationships.

      d.    Executive agrees that in the event that he or she violates any of
            his obligations under this Paragraph that the Company will be
            irreparably injured and that monetary damages will be insufficient
            to address that injury. Accordingly, Executive agrees that the
            Company may obtain immediate injunctive relief to enjoin any future
            violations, in addition to any other remedies available at law.

8.    TAXES. The Company may withhold from any amounts payable under this
      Agreement any federal, state or local taxes as are required to be withheld
      pursuant to law or regulation. In no event will Company indemnify
      Executive against any incremental tax liability incurred as a result of
      any compensation or benefit provided under this Agreement unless such
      indemnification is specifically stated within this Agreement.

9.    TERMINATION OF EXISTING AGREEMENTS. Except for the Plan, the 2001 Omnibus
      Stock Plan, and any other written compensation plan or program, stock
      option agreement or restricted stock agreement, this Agreement supersedes
      all prior agreements between Executive and the Company; provided, however,
      that this Agreement shall not supersede any existing Salary Continuation
      Agreement between the Company and the Executive during the remaining term
      of such Salary Continuation Agreement (which shall not be renewed), and
      the terms and conditions of such Salary Continuation Agreement shall be
      controlling in all respects until the date of its termination according to
      its terms, and from and after such date, the terms and conditions of this
      Agreement shall apply.

10.   ASSIGNMENT. The Company may assign its rights and obligations under this
      Agreement to a successor. Executive may not assign his or her rights and
      obligations under this Agreement without the written consent of the
      Company.

11.   WAIVER. The failure of either party to insist upon performance of any
      provision of this Agreement does not waive that party's right to enforce
      the Agreement in the future.

12.   ATTORNEY'S FEES FOLLOWING OR IN CONNECTION WITH A CHANGE IN CONTROL. In
      the event of any legal action in connection with this Agreement following
      or in connection with a Change in Control of the Company, the Company
      shall pay any and all of the reasonable attorney fees and costs of the
      Executive.

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13.   GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of
      Minnesota, and any disputes arising out of this Agreement shall be brought
      exclusively in either federal or state court in Hennepin County,
      Minnesota.

14.   CONFORMANCE WITH SECTION 409A OF THE CODE. This Agreement is intended to
      satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
      Internal Revenue Code of 1986, as amended ("Code") (including current and
      future guidance issued by the Department of Treasury or Internal Revenue
      Service). To the extent that any provision of this Agreement fails to
      satisfy those requirements, the provision shall automatically be modified
      in a manner that, in the good-faith opinion of the Company, brings the
      provisions into compliance with those requirements while preserving as
      closely as possible the original intent of the provision and this
      Agreement. Such modifications may include, but are not necessarily limited
      to, the following:

      a.    If the Executive is a "specified employee" under Section
            409A(a)(2)(B) of the Code, then any payment under this Agreement
            that is treated as deferred compensation under Section 409A of the
            Code shall be deferred for six months following separation from
            service (without interest or earnings).

      b.    Any extension of the exercise period of any stock option shall be
            limited to that permitted under Section 409A of the Code if
            necessary to prevent such option from being deferred compensation
            under Section 409A of the Code.

      The Company and the Executive agree to execute a revised Agreement if and
      to the extent necessary to satisfy the form requirements of Section 409A
      of the Code.

COMPANY:                                VALUEVISION MEDIA, INC.

                                        By: ________________________________
                                               Its: _____________

EXECUTIVE:                              ____________________________________
                                        *[EXECUTIVE NAME]

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                                                                       EXHIBIT A

                                 JOB DESCRIPTION

Title:

Duties & Responsibilities:

                                      A - 1
<PAGE>

                                                                       EXHIBIT B

                        FORM OF MUTUAL WAIVER AND RELEASE

THIS MUTUAL WAIVER AND RELEASE (this "Waiver and Release") is entered into by
and between ValueVision Media, Inc., a Minnesota corporation (the "Company") and
_____________(the "Executive") pursuant to that certain Executive Agreement
executed by and between the Company and the Executive on the ___ day of
________, 200_ (the "Executive Agreement"). The Company and the Executive hereby
agree knowingly and voluntarily as follows:

      1. In consideration of the mutual release given by paragraph 3 below and
of the payments and benefits pursuant to the Executive Agreement (the
"Benefits"), which Executive acknowledges are consideration for this Waiver and
Release to which the Executive would not otherwise be entitled and are in lieu
of any rights or claims that the Executive may have with respect to separation
or severance benefits or other remuneration from the Company or its affiliates;
and after the opportunity to consult legal counsel; the Executive hereby for him
or herself, and his or her heirs, agents, executors, successors, assigns and
administrators (collectively, "Related Parties"), forever releases, remises, and
discharges, in all their capacities, the Company and all of its affiliates or
subsidiaries, and any of their present or former directors, employees,
fiduciaries, representatives, officers and agents, successors and assigns
(collectively, the "Releasees") individually and in their official capacities,
of and from all covenants, obligations, liabilities and agreements, and forever
waives all claims, rights and causes of action whatsoever, in law or in equity,
whether known or unknown, asserted or unasserted, suspected or unsuspected, that
the Executive or any Related Parties ever had, may have in the future or have
now; including, without limitation, any claims, rights and causes of action
under United States federal, state or local law, regulation or decision, and the
national or local law (statutory or decisional) of any foreign country,
including, without limitation, those under the Age Discrimination in Employment
Act, as amended 29 U.S.C. Sections 621 et. seq., the Older Workers Benefit
Protection Act, 29 U.S.C. Section 626

                                      B - 1
<PAGE>

      2. (f)(1), Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1991, the Americans with Disabilities Act, 42 U.S.C. Sections 12101-12213,
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the
Minnesota Human Rights Act, and any other similar or related law, regulation or
decision relating to or dealing with discrimination including, without
limitation, any claims, rights or causes of action for punitive damages,
attorney's fees, expenses and costs of litigation. Notwithstanding the
foregoing, the Executive and Related Parties do not release or waive any right
or claim (i) the Executive and Related Parties may have for non-payment of the
Benefits or pursuant to any written stock option agreement or restricted stock
agreement between the Company and the Executive; (ii) under ERISA to obtain
post-employment payments and benefits under any employee benefit plan (as
defined in ERISA); (iii) for indemnification under any agreement with or policy
of the Company or its affiliates relating to indemnification of directors or
officers or under any provision of the Company's articles or by-laws relating to
indemnification of directors or officers; (iv) under any policy of directors' or
officers' liability insurance; (v) that arises against the Company after the
date of this Waiver and Release; and (vi) to obtain contribution as permitted by
law in the event of entry of judgment against the Executive and the Company as a
result of any act or failure to act for which the Executive and the Company are
jointly liable.

      3. The Executive represents that he or she has not filed any claim against
the Company relating to his or her employment and/or cessation of employment
with the Company, or otherwise involving facts that occurred on or prior to the
date that Executive has signed this Waiver and Release except as permitted under
paragraph 1 hereof.

      4. In consideration for the Executive's release and waiver of claims
herein and other good and valuable consideration, the Company, on behalf of
itself and the Releasees, forever releases, remises and discharges, in all their
capacities, the Executive and the Related Parties, individually and in their
official capacities, of and from all covenants, obligations, liabilities and
agreements, and forever waives all claims,

                                      B - 2
<PAGE>

rights and causes of action whatsoever, in law or in equity, whether known or
unknown, asserted or unasserted, suspected or unsuspected, that the Company or
any of the Releasees ever had, may have in the future or have now; including,
without limitation, any claims, rights and causes of action under United States
federal, state or local law, regulation or decision, and the national or local
law (statutory or decisional) of any foreign country. Notwithstanding the
foregoing, the Company and the Releasees do not release or waive (i) any right
or claim that arises against the Executive after the date of this Waiver and
Release, (ii) any claim against the Executive based on intentional misconduct,
fraud, misappropriation or gross neglect, (iii) any right the Company and the
Releasees may have to obtain contribution as permitted by law in the event of
entry of judgment against the Executive and the Company as a result of any act
or failure to act for which the Executive and the Company are jointly liable, or
(iv) any right the Company may have under the Executive Agreement.

      5. The Executive and the Company understand and agree that the payments by
the Company to the Executive and the signing of this Waiver and Release by the
Executive and the Company do not in any way indicate that the Executive or the
Company has any viable claims against the other or that the Executive or the
Company admits any liability whatsoever to the other under such claims. This
agreement contains a release of certain legal rights which Executive may have
under the Age Discrimination in Employment Act and the Minnesota Human Rights
Act. The Executive affirms that, prior to the execution of this Waiver and
Release, the Company has advised him or her to consult with an attorney of the
Executive's choice concerning the terms and conditions set forth herein, that
the Executive has had an opportunity to ask any questions he or she might have
about this Wavier and Release, and that the Executive has twenty-one (21) days
following the Executive's signing of this Waiver and Release to consider this
Waiver and Release and its consequences and to revoke and cancel the terms and
conditions contained herein, and the terms and conditions of this Waiver and
Release shall not become effective or enforceable until such revocation period
has expired. The Executive acknowledges that the Benefits will not be paid or
provided, and the Company's release in paragraph 3 above will not be effective,
if he or she revokes this

                                      B - 3
<PAGE>

      6. Waiver and Release. After Executive has accepted this agreement by
signing it, he or she may revoke his or her acceptance for a period of fifteen
(15) days after the date he or she signed this agreement. This agreement will
not be effective, and severance payments will not be made, until this fifteen
(15) day revocation period has expired. If Executive wishes to revoke his or her
acceptance of this agreement, he or she must notify the Company in writing
within the fifteen (15) day revocation period. Such notice must be delivered to
the Company in person or mailed by certified mail, return receipt requested, to:
General Counsel ShopNBC / ValueVision Media, Inc., 6740 Shady Oak Road, Eden
Prairie, MN 55344 If Executive fails to properly deliver or mail such written
revocation as instructed, the revocation will not be effective.

      IN WITNESS WHEREOF, the parties hereto have executed this Waiver and
Release this ___ day of _________.

                                         EXECUTIVE:

                                         By: ________________________________

                                         Name: ______________________________

                                         COMPANY:

                                         VALUEVISION MEDIA, INC.

                                         By: ________________________________

                                             Name: __________________________

                                             Title: _________________________

                                      B - 4
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