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                                                                    EXHIBIT 10.2


                                 AMENDMENT NO. 1
                                       TO
                                BRANDING WARRANT

         THIS AMENDMENT NO. 1 TO BRANDING WARRANT (this "Amendment") is made and
entered into this 12th day of March, 2001, by and between NATIONAL BROADCASTING
COMPANY, INC., a corporation organized under the laws of the State of Delaware
(the "Initial Holder" or "NBC"), and VALUEVISION INTERNATIONAL, Inc., a
corporation organized under the laws of the State of Minnesota (the "Company").
Terms used but not otherwise defined herein shall have the meaning assigned to
such terms in the Branding Warrant (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Company issued to the Initial Holder warrants to purchase
6,000,000 shares of Common Stock on the terms and subject to the conditions set
forth in a Warrant Certificate dated November 16, 2000 (the "Branding Warrant");
and

         WHEREAS, the Company and the Initial Holder desire to amend the
Branding Warrant as described in this Amendment.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual premises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                                   ARTICLE 1.
                            RIGHTS IN CONNECTION WITH
                       LICENSE AGREEMENT TERMINATION EVENT

         1.1 Clause (Z) of Section 4.1 of the Branding Warrant is hereby amended
and restated in its entirety to read as follows:

                  (Z) upon the occurrence of a License Agreement Termination
         Event, the Warrantholder agrees that the Company shall have the right,
         with respect to all of the unexercised Warrants hereunder, whether or
         not vested, to prohibit the valid exercise of all or any such Warrants
         by the Warrantholder, whether or not vested, until a panel of three
         arbitrators (unless a single arbitrator can be agreed upon by the
         parties) affirms the occurrence of such License Agreement Termination
         Event and a final and binding resolution relating thereto shall be
         entered in any court of applicable jurisdiction in accordance with the
         provisions set forth in Section 12.09(b) of the License Agreement, in
         which case the Warrantholder shall have a period of fifteen (15) days
         following the receipt by the Warrantholder of the written decision of
         the arbitrator(s)



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         affirming the occurrence of such License Agreement Termination Event as
         well as the formal documents evidencing proper entry of the judgment
         and award in a court of applicable jurisdiction in which to exercise
         any or all of the Warrants vested at the time of the occurrence of the
         License Agreement Termination Event, whereupon following the expiration
         of such fifteen (15) day period such Warrants shall terminate and
         become void, and all rights hereunder with respect to such Warrants
         shall thereupon cease.

                                   ARTICLE 2.
                               DISPUTE RESOLUTION

         2.1 The third sentence of Section 19 of the Branding Warrant is hereby
amended and restated in its entirety to read as follows:

         The parties hereto further agree that any and all disputes,
         controversies or differences arising from or in connection with this
         Agreement shall be settled in accordance with the provisions of Section
         12.9(b) of the License Agreement or any successor provision thereto,
         and that they will otherwise not bring suit with respect to any
         disputes, except as expressly set forth below, arising out of this
         Warrant Certificate for the execution or enforcement of judgment, in
         any jurisdiction other than the above specified courts.

                                    ARTICLE 3
                               GENERAL PROVISIONS

         3.1 All the provisions of this Amendment shall be deemed to be
incorporated in, and made part of, the Branding Warrant; and the Branding
Warrant, as supplemented and amended by this Amendment, shall be read, taken and
construed as one and the same instrument.

         3.2 The headings of the Articles of this Amendment are inserted for
convenience of reference and shall not be deemed to be a part hereof.

         3.3 This Amendment may be executed in counterparts, each of which shall
be deemed an original but which together shall constitute one instrument.




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         IN WITNESS WHEREOF, each party has caused this Amendment to be signed
and delivered by its duly authorized representative, effective as of the date
first above written.



                                       NATIONAL BROADCASTING COMPANY, INC.


                                       By: /s/ Bruce Campbell
                                          --------------------------------------
                                           Its: V.P., Corporate Development


                                       VALUEVISION INTERNATIONAL, INC.


                                       By: /s/ Nathan E. Fagre
                                          --------------------------------------
                                          Its: Senior Vice President and
                                               General Counsel




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