<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 10.7


                             VALUEVISION MEDIA, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

<Table>
<Caption>
<S>                             <C>                                          <C>
=============================================================================================================

Full Name of Optionee:
                                    James Gilbertson

-------------------------------------------------------------------------------------------------------------

No. of Shares Covered:     50,000                       Date of Grant:       11/30/2005

------------------------------------------------------- -----------------------------------------------------

Exercise Price Per Share:  $10.93                       Expiration Date:     11/30/2015

------------------------------------------------------- -----------------------------------------------------
Exercise Schedule:

                                         No. of Shares As to
       Initial Vesting                   Which Option Becomes                      Expiration
            Date                     Exercisable as of Such Date                      Date
            ----                     ---------------------------                      ----

         11/30/2006                            16,666                              11/30/2015

         11/30/2007                            16,667                              11/30/2015

         11/30/2008                            16,667                              11/30/2015

=============================================================================================================
</Table>

This is a Stock Option Agreement (the "AGREEMENT") between ValueVision Media,
Inc., a placeStateMinnesota corporation (the "COMPANY"), and the optionee
identified above (the "OPTIONEE").

                                   BACKGROUND

         A. As an inducement to Optionee to enter into employment with the
Company, the Company has determined to grant Optionee a non-statutory stock
option (the "OPTION") upon the terms and subject to the conditions set forth in
this Agreement.

         B. The Company hereby grants the Option to the Optionee under the
following terms and conditions.

                              TERMS AND CONDITIONS

1.       GRANT.  The Optionee is granted on the date of grant specified above
         the Option to purchase the number of shares of the Company's Common
         Stock ("SHARES") specified at the beginning of this Agreement.

2.       EXERCISE PRICE.  The price to the Optionee of each Share subject to the
         Option will be the exercise price specified at the beginning of this
         Agreement.

3.       NON-STATUTORY STOCK OPTION.  The Option is not intended to be an
         "incentive stock option" within the meaning of Section 422 of the
         Internal Revenue Code of 1986, as amended (the "CODE").


<PAGE>


4.       EXERCISE SCHEDULE.  The Option will vest and become exercisable as to
         the number of Shares and on the dates specified in the exercise
         schedule at the beginning of this Agreement. The exercise schedule will
         be cumulative; thus, to the extent the Option has not already been
         exercised and has not expired, terminated or been cancelled, the
         Optionee or the person otherwise entitled to exercise the Option as
         provided herein may at any time, and from time to time, purchase all or
         any portion of the Shares then purchasable under the exercise schedule.
         The Option may also be exercised in full (notwithstanding the exercise
         schedule) under the circumstances described in Section 8 of this
         Agreement if it has not expired prior thereto.

5.       EXPIRATION.

         (a)      The Option will expire at 5:00 p.m. Central Time on the
                  earliest of:

                  (1)      the expiration date specified at the beginning of
                           this Agreement;

                  (2)      the expiration of the period after the termination of
                           employment of the Optionee within which the Option
                           can be exercised (as specified in Section 7 of this
                           Agreement); or

                  (3)      the date (if any) fixed for cancellation under
                           Section 8.

         (b)      In no event may anyone exercise the Option, in whole or in
                  part, after it has expired, notwithstanding any other
                  provision of this Agreement.

         (c)      If the Option is exercised, and prior to the delivery of the
                  certificate representing the Shares so purchased, the Board
                  determines that Cause for termination existed, then the
                  Company may rescind the Option exercise by the Optionee and
                  the Option will terminate at the election of the Company.

6.       PROCEDURE TO EXERCISE OPTION.

         (a)      Notice of Exercise. The Option may be exercised by delivering
                  written notice of exercise to the Company at the principal
                  executive office of the Company, to the attention of the
                  Company's Secretary, in the form attached to this Agreement.
                  The notice will state the number of Shares to be purchased,
                  and will be signed by the person exercising the Option. If the
                  person exercising the Option is not the Optionee, that person
                  also must submit appropriate proof of the right to exercise
                  the Option.

         (b)      Tender of Payment. Upon giving notice of any exercise
                  hereunder, the Optionee will provide for payment of the
                  purchase price of the Shares being purchased through one or a
                  combination of the following methods:

                  (1)      cash (including check, bank draft or money order);

                  (2)      cancellation of indebtedness owed to the Optionee by
                           the Company or any parent or subsidiary thereof; or

                  (3)      to the extent permitted by law, through a
                           broker-assisted cashless exercise in which the
                           Optionee simultaneously exercises the Option and
                           sells all or a portion of the Shares thereby acquired
                           pursuant to a brokerage or similar relationship and
                           uses the proceeds from such sale to pay the purchase
                           price of such Shares.



                                     Page 2


<PAGE>


                  The Optionee will not be permitted to pay any portion of the
                  purchase price with Shares, or by authorizing the Company to
                  retain Shares upon exercise of the Option, unless the
                  Compensation Committee (the "Committee") of the Board of
                  Directors (the "Board"), in its sole discretion, determines
                  that payment in such manner is desirable

          (c)     Delivery of Certificates.  As soon as practicable after the
                  Company receives the notice and purchase price provided for
                  above, it will deliver to the person exercising the Option, in
                  the name of such person, a certificate or certificates
                  representing the Shares being purchased. The Company will pay
                  any original issue or transfer taxes with respect to the issue
                  or transfer of the Shares and all fees and expenses incurred
                  by it in connection therewith. All Shares so issued will be
                  fully paid and nonassessable. Notwithstanding anything to the
                  contrary in this Agreement, no certificate for Shares
                  distributable under the this Agreement will be issued and
                  delivered unless the issuance of such certificate complies
                  with all applicable legal requirements including, without
                  limitation, compliance with the provisions of applicable state
                  securities laws, the Securities Act of 1933, as amended (the
                  "SECURITIES ACT"), and the Securities Exchange Act of 1934, as
                  amended (the "EXCHANGE ACT").

         (d)      For purposes of this Agreement, "FAIR MARKET VALUE" as of any
                  date means:

                  (1)      the closing price of a Share on the date immediately
                           preceding that date or, if no sale of Shares will
                           have occurred on that date, on the next preceding day
                           on which a sale of Shares occurred

                                    (A)     on the principal United States
                                            Securities Exchange registered under
                                            the Exchange Act on which the Shares
                                            are listed, or

                                    (B)     if the Shares are not listed on any
                                            such exchange, on the National
                                            Association of Securities Dealers,
                                            Inc. Automated Quotation National
                                            Market System, or

                  (2)      if clause (1) is inapplicable, the mean between the
                           closing "BID" and the closing "ASKED" quotation of a
                           Share on the date immediately preceding that date,
                           or, if no closing bid or asked quotation is made on
                           that date, on the next preceding day on which a
                           closing bid and asked quotation is made, on the
                           National Association of Securities Dealers, Inc.
                           Automated Quotations System or any system then in
                           use, or

                  (3)      if clauses (1) and (2) are inapplicable, what the
                           Committee (or the Board) determines in good faith to
                           be 100% of the fair market value of a Share on that
                           date, using such criteria as it shall determine, in
                           its sole discretion, to be appropriate for valuation.

                  (4)      If the applicable securities exchange or system has
                           closed for the day at the time the event occurs that
                           triggers a determination of Fair Market Value, all
                           references in this paragraph to the "date immediately
                           preceding that date" will be deemed to be references
                           to "that date."


                                     Page 3

<PAGE>


7.       TERMINATION OF RELATIONSHIP WITH THE COMPANY. The Option may be
         exercised only while the Optionee remains employed with the Company or
         a parent or subsidiary thereof, and only if the Optionee has been
         continuously so employed since the date the Option was granted;
         provided, that:

         (a)      Involuntary Termination without Cause or Resignation for Good
                  Reason. In the event of termination of the Optionee's
                  employment relationship with the Company without Cause or for
                  Good Reason (as defined in the Vice President Change of
                  Control Agreement or successor agreement in effect at such
                  time), the Optionee may, but only within twelve (12) months of
                  the date of such termination (but in no event later than the
                  expiration date of the term of this Option), exercise this
                  Option. If the Optionee does not exercise this Option within
                  the time specified herein, the Option shall terminate.

         (b)      Voluntary Termination or Termination with Cause. In the event
                  of termination of the Optionee's employment relationship with
                  the Company as a result of a voluntary termination or
                  termination with Cause (as defined in the Vice President
                  Change of Control Agreement or successor agreement in effect
                  at such time), the Optionee may, but only within ninety (90)
                  days of the date of such termination (but in no event later
                  than the expiration date of the term of this Option), exercise
                  this Option. If the Optionee does not exercise this Option
                  within the time specified herein, the Option shall terminate.

          (c)     Event. If the Optionee's employment terminates after a
                  declaration made under Section 8 in connection with an Event,
                  the Option may be exercised at any time permitted by such
                  declaration.

         (d)      Death or Disability. The Option may be exercised for twelve
                  (12) months after termination of the Optionee's employment if
                  such termination is because of death or Disability (as defined
                  in the Vice President Change of Control Agreement or successor
                  agreement).

         (e)      Expiration.  Notwithstanding the above, the Option may not be
                  exercised after it has expired.

8.       ACCELERATION OF VESTING.

         (a)      Death or Disability. In the event of the death or Disability
                  of the Optionee, any portion of the Option that was not
                  previously exercisable will become immediately exercisable in
                  full if the Optionee will have been continuously employed by
                  the Company or a parent or subsidiary thereof between the date
                  the Option was granted and the date of such death or
                  Disability.

         (b)      Event. The Option may, at the discretion of the Optionee, be
                  exercised in full (notwithstanding the exercise schedule) if
                  an Event (as hereinafter defined) has occurred. For purposes
                  of this Agreement, "EVENT" means any of the following:

                  (1)      The acquisition by any individual, entity or group
                           (within the meaning of Exchange Act Sections 13(d)(3)
                           or 14(d)(2)) of beneficial ownership (within the
                           meaning of Exchange Act Rule 13d-3) of 30% or more of
                           either (i) the then-outstanding shares of common
                           stock of the Company (the "OUTSTANDING COMPANY COMMON
                           STOCK") or (ii) the combined


                                     Page 4

<PAGE>


                           voting power of the then-outstanding voting
                           securities of the Company entitled to vote generally
                           in the election of the Board (the "OUTSTANDING
                           COMPANY VOTING SECURITIES"); provided, however, that
                           the following acquisitions will not constitute an
                           Event:

                           (A)      any acquisition of common stock or voting
                                    securities of the Company directly from the
                                    Company or by the Company or any of its
                                    wholly owned subsidiaries,

                           (B)      any acquisition of common stock or voting
                                    securities of the Company by any employee
                                    benefit plan (or related trust) sponsored or
                                    maintained by the Company or any of its
                                    subsidiaries, or

                           (C)      any acquisition by any corporation with
                                    respect to which, immediately following
                                    such acquisition, more than 70% of,
                                    respectively, the then-outstanding shares of
                                    common stock of such corporation and the
                                    combined voting power of the
                                    then-outstanding voting securities of such
                                    corporation entitled to vote generally in
                                    the election of directors is then
                                    beneficially owned, directly or indirectly,
                                    by all or substantially all of the
                                    individuals and entities who were the
                                    beneficial owners, respectively, of the
                                    Outstanding Company Common Stock and
                                    Outstanding Company Voting Securities
                                    immediately before such acquisition in
                                    substantially the same proportions as was
                                    their ownership, immediately before such
                                    acquisition, of the Outstanding Company
                                    Common Stock and Outstanding Company Voting
                                    Securities, as the case may be;

                  (2)      Individuals who, as of the Effective Date, constitute
                           the Board, and the Optionee (collectively, the
                           "INCUMBENT BOARD"), cease for any reason to
                           constitute at least a majority of the Board;
                           provided, however, that any individual becoming a
                           member of the Board after the Effective Date whose
                           election, or nomination for election by the Company's
                           shareholders, was approved by a vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board will be considered a member of the
                           Incumbent Board, but excluding, for this purpose, any
                           such individual whose initial assumption of office
                           occurs as a result of an actual or threatened
                           election contest;

                  (3)      Approval by the shareholders of the Company of a
                           reorganization, merger, consolidation or statutory
                           exchange of Outstanding Company Voting Securities,
                           unless immediately following such reorganization,
                           merger, consolidation or exchange, all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately before such
                           reorganization, merger, consolidation or exchange
                           beneficially own, directly or indirectly, more than
                           70% of, respectively, the then-outstanding shares of
                           common stock and the


                                     Page 5


<PAGE>


                           combined voting power of the then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors, as the case may be, of the corporation
                           resulting from such reorganization, merger,
                           consolidation or exchange in substantially the same
                           proportions as was their ownership, immediately
                           before such reorganization, merger, consolidation or
                           exchange, of the Outstanding Company Common Stock and
                           Outstanding Company Voting Securities, as the case
                           may be; or

                  (4)      Approval by the shareholders of the Company of (i) a
                           complete liquidation or dissolution of the Company or
                           (ii) the sale or other disposition of all or
                           substantially all of the assets of the Company, other
                           than to a corporation with respect to which,
                           immediately following such sale or other disposition,
                           more than 70% of, respectively, the then-outstanding
                           shares of common stock of such corporation and the
                           combined voting power of the then-outstanding voting
                           securities of such corporation entitled to vote
                           generally in the election of directors is then
                           beneficially owned, directly or indirectly, by all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately before such
                           sale or other disposition in substantially the same
                           proportion as was their ownership, immediately before
                           such sale or other disposition, of the Outstanding
                           Company Common Stock and Outstanding Company Voting
                           Securities, as the case may be.

                  (5)      Notwithstanding the above, an Event will not be
                           deemed to occur if the acquisition of the 30% or
                           greater interest referred to above is by a group,
                           acting in concert, that includes the Optionee or if
                           at least 30% of the then-outstanding common stock or
                           combined voting power of the then-outstanding voting
                           securities (or voting equity interests) of the
                           surviving corporation or of any corporation (or other
                           entity) acquiring all or substantially all of the
                           assets of the Company will be beneficially owned,
                           directly or indirectly, immediately after a
                           reorganization, merger, consolidation, statutory
                           share exchange or disposition of assets referred to
                           in subparagraphs (3) or (4) by a group, acting in
                           concert, that includes the Optionee.

         (c)      Fundamental Change.

                  (1)      At least 30 days prior to a Fundamental Change (as
                           hereinafter defined), the Committee (or the Board)
                           may, but will not be obligated, to declare, and
                           provide written notice to the Optionee of the
                           declaration, that the Option will be canceled at the
                           time of, or immediately prior to the occurrence of,
                           the Fundamental Change (unless it is exercised prior
                           to the Fundamental Change) in exchange for payment to
                           the Optionee, within ten days after the Fundamental
                           Change, of cash equal to the amount, for each Share
                           covered by the canceled Option, by which the event
                           proceeds per share (as defined below) exceeds the
                           exercise price per Share covered by the Option. The
                           Option may be exercised in full (notwithstanding the
                           exercise schedule) at any time after such declaration
                           and prior to the time



                                     Page 6

<PAGE>


                           of cancellation of the Option. The Option, to the
                           extent it has not been exercised prior to the
                           Fundamental Change, will be canceled at the time of,
                           or immediately prior to, the Fundamental Change, as
                           provided in the declaration, and this Agreement will
                           terminate at the time of such cancellation, subject
                           to the payment obligations of the Company provided in
                           this paragraph.

                  (2)      In the case of a Fundamental Change that consists of
                           the merger or consolidation of the Company with or
                           into any other corporation or statutory share
                           exchange, the Committee (or the Board of Directors),
                           in lieu of the declaration above, may make
                           appropriate provision for the protection of this
                           Option by the substitution, in lieu of the Option, of
                           an option to purchase appropriate voting common stock
                           or appropriate voting common stock of the corporation
                           surviving any such merger or consolidation or, if
                           appropriate, the parent corporation of the Company or
                           such surviving corporation.

                  (3)      For purposes of this Agreement, "FUNDAMENTAL CHANGE"
                           means the dissolution or liquidation of the Company,
                           a sale of substantially all of the assets of the
                           Company, a merger or consolidation of the Company
                           with or into any other corporation, regardless of
                           whether the Company is the surviving corporation, or
                           a statutory share exchange involving capital stock of
                           the Company. For purposes of the preceding
                           paragraphs, the "EVENT PROCEEDS PER SHARE" is the
                           cash plus the value (as determined by the Committee
                           or the Board) of the non-cash consideration to be
                           received per Share by the shareholders of the Company
                           upon the occurrence of the Fundamental Change.

         (d)      Discretionary Acceleration.  Notwithstanding any other
                  provisions of this Agreement to the contrary, the Committee
                  (or the Board) may, in its sole discretion, declare at any
                  time that the Option will be immediately exercisable.

9.       LIMITATION ON TRANSFER.  During the lifetime of the Optionee, only the
         Optionee or the Optionee's guardian or legal representative may
         exercise the Option. The Option may not be assigned or transferred by
         the Optionee otherwise than by will or the laws of descent and
         distribution or pursuant to a qualified domestic relations order as
         defined by the Code or Title I of the Employee Retirement Income
         Security Act, or the rules thereunder; provided, however, that the
         Optionee may transfer the Option to a member or members of the
         Optionee's immediate family (i.e., the Optionee's children,
         grandchildren and spouse) or to one or more trusts for the benefit of
         such family members or partnerships in which such family members are
         the only partners, if the Optionee does not receive any consideration
         for the transfer. The Option held by any such transferee will continue
         to be subject to the same terms and conditions that were applicable to
         the Option immediately prior to its transfer and may be exercised by
         such transferee as and to the extent that the Option has become
         exercisable and has not terminated in accordance with the provisions of
         this Agreement. This Agreement is transferable upon the Optionee's
         death to the estate or to the person who acquires the right to succeed
         to this Agreement by bequest or inheritance.


                                     Page 7

<PAGE>



10.      NO STOCKHOLDER RIGHTS BEFORE EXERCISE.  No person will have any of the
         rights of a stockholder of the Company with respect to any Share
         subject to the Option until the Share actually is issued to such person
         upon exercise of the Option.

11.      DISCRETIONARY ADJUSTMENT.  In the event of any reorganization, merger,
         consolidation, recapitalization, liquidation, reclassification, stock
         dividend, stock split, combination of shares, rights offering, or
         extraordinary dividend or divestiture (including a spin-off), or any
         other change in the corporate structure or Shares of the Company, the
         Committee or the Board (or if the Company does not survive any such
         transaction, a comparable committee of the Board of Directors or the
         Board of Directors of the surviving corporation) shall, in its sole
         discretion without the consent of the Optionee, make such adjustment
         (or substitution) as it determines in its discretion to be appropriate
         as to the number and kind of securities issuable upon exercise of the
         Option and the exercise price hereof, in order to prevent dilution or
         enlargement of rights of the Optionee; provided that such adjustment is
         not less favorable to Optionee than adjustments made for other holders
         of stock options of the Company.

12.      TAX WITHHOLDING.

         (a)      General Rule.  If the Company or any of its affiliates are
                  required to withhold federal, state or local income taxes, or
                  social security or other taxes, upon the exercise of the
                  Option, the person exercising the Option will, upon exercise
                  and demand by the Company or such affiliate, promptly pay in
                  cash such amount as is necessary to satisfy such requirement
                  prior to receipt of such Shares; provided, that in lieu of all
                  or any part of such cash payment, the Committee (or the Board)
                  may (but will not be required to) allow the person exercising
                  the Option to cover all or any part of the required
                  withholdings, and to cover any additional withholdings up to
                  the amount needed to cover the full federal, state and local
                  income tax obligation of such person with respect to income
                  arising from the exercise of the Option, through a reduction
                  of the number of Shares delivered or through a subsequent
                  return to the Company of Shares delivered, in each case valued
                  in the same manner as used in computing the withholding taxes
                  under applicable laws.

         (b)      Committee (or Board) Approval; Revocation. The Committee or
                  the Board may approve an election under this section to reduce
                  the number of Shares delivered in advance, but the approval is
                  subject to revocation by the Committee or the Board at any
                  time. Once the person exercising the Option makes such an
                  election, he or she may not revoke it.

         (c)      Exception.  Notwithstanding the foregoing, if the Optionee
                  tenders previously owned Shares to the Company in payment of
                  the purchase price of Shares in connection with an option
                  exercise the Optionee may also tender previously owned Shares
                  to the Company in satisfaction of any tax withholding
                  obligations in connection with such option exercise. If the
                  Company or an affiliate of the Company is required to withhold
                  federal, state or local income taxes, or social security or
                  other taxes, upon the exercise of the Option, the person
                  exercising the Option will, upon exercise and demand by the
                  Company or such affiliate, promptly pay in cash such amount as
                  is necessary to satisfy such requirement.


                                     Page 8

<PAGE>


13.      INTERPRETATION OF THIS AGREEMENT.  All decisions and interpretations
         made by the Committee (or the Board) with regard to any question
         arising hereunder will be binding and conclusive upon the Company and
         the Optionee, subject to Section 15 below.

14.      OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
         received by the Optionee pursuant to this Agreement will not be deemed
         a part of the Optionee's regular, recurring compensation for purposes
         of the termination, indemnity or severance pay laws of any country and
         will not be included in, nor have any effect on, the determination of
         benefits under any other employee benefit plan, contract or similar
         arrangement provided by the Company or an affiliate of the Company
         unless expressly so provided by such other plan, contract or
         arrangement.

15.      DISCONTINUANCE OF EMPLOYMENT. This Agreement will not give the Optionee
         a right to continued employment with the Company or any parent or
         subsidiary of the Company, and the Company or any such parent or
         subsidiary employing the Optionee may terminate the Optionee's
         employment in accordance with the provisions of any applicable
         agreements or contracts with Optionee, if any and if in effect, or
         otherwise at any time and otherwise deal with the Optionee without
         regard to the effect it may have upon the Optionee under this
         Agreement.

16.      OBLIGATION TO RESERVE SUFFICIENT SHARES.  The Company will at all times
         during the term of the Option reserve and keep available a sufficient
         number of Shares to satisfy this Agreement.

17.      BINDING EFFECT.  This Agreement will be binding in all respects on the
         heirs, representatives, successors and assigns of the Optionee.

18.      CHOICE OF LAW.  This Agreement is entered into under the laws of the
         State of Minnesota and will be construed and interpreted thereunder
         (without regard to its conflict of law principles).

19.      SEVERABILITY.  The invalidity, unenforceability or illegality of any
         provision herein will not affect the validity, enforceability or
         legality of any other provision.

20.      CONSTRUCTION.  The Option will not be construed or interpreted with any
         presumption against the Company by reason of the Company drafting this
         Agreement.

         The Optionee and the Company have executed this Agreement as of the
Effective Date.


                              VALUEVISION MEDIA, INC.


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



                                    OPTIONEE




                                     Page 9

<PAGE>

                                    /s/ Jim Gilbertson
                                    -------------------------------------------




                                    Page 10


<PAGE>

                            __________________, 20__


VALUEVISION MEDIA, INC.
6740 Shady Oak Road
Eden Prairie, Minnesota  55344
Attention: Secretary

Ladies and Gentlemen:

         I hereby exercise the following option (the "OPTION") granted to me
pursuant to the agreement (the "OPTION AGREEMENT") referenced below with respect
to the number of shares of Common Stock of ValueVision Media, Inc. (the
"COMPANY") indicated below:

         NAME:
                                       ----------------------------------------

         DATE OF GRANT OF OPTION:
                                       ----------------------------------------

         EXERCISE PRICE PER SHARE:
                                       ----------------------------------------

         NUMBER OF SHARES WITH
         RESPECT TO WHICH THE OPTION
         IS HEREBY EXERCISED:
                                       ----------------------------------------

         TOTAL EXERCISE PRICE:
                                       ----------------------------------------




         [ ] Enclosed with this letter is a check, bank draft or money order in
         the amount of the Total Exercise Price.

         [ ] I elect to pay the Total Exercise Price through cancellation of
         indebtedness owed to me by the Company or by a parent or subsidiary of
         the Company as provided in the Option Agreement.

         [ ] I hereby agree to pay the Total Exercise Price within five business
         days of the date hereof and, as stated in the attached Broker's Letter,
         I have delivered irrevocable instructions to _______________________ to
         promptly deliver to the Company the amount of sale or loan proceeds
         from the Shares to be issued pursuant to this exercise necessary to
         satisfy my obligation hereunder to pay the Total Exercise Price.

         [ ] Enclosed with this letter is a certificate evidencing unencumbered
         Shares (duly endorsed in blank) having an aggregate Fair Market Value
         (as defined in the Option Agreement) equal to or in excess of the Total
         Exercise Price.

         [ ] I elect to pay the Total Exercise Price through a reduction in the
         number of Shares delivered to me upon this exercise of the Option as
         provided in the Option Agreement.



                                                                  Attachment A-1

<PAGE>



         If I am enclosing Shares with this letter, I hereby represent and
warrant that I am the owner of such Shares free and clear of all liens, security
interests and other restrictions or encumbrances. I agree that I will pay any
required withholding taxes in connection with this exercise as provided in the
Option Agreement.







                                                                  Attachment A-2

<PAGE>


         Please issue a certificate (the "CERTIFICATE") for the number of Shares
with respect to which the Option is being exercised in the name of the person
indicated below and deliver the Certificate to the address indicated below:

         NAME IN WHICH TO ISSUE CERTIFICATE:           _________________________

         ADDRESS TO WHICH CERTIFICATE SHOULD BE
         DELIVERED:                                    _________________________
                                                       _________________________
                                                       _________________________
                                                       _________________________
                                                       _____________


         PRINCIPAL MAILING ADDRESS FOR HOLDER OF
         THE CERTIFICATE (IF DIFFERENT FROM ABOVE):    _________________________
                                                       _________________________
                                                       _________________________
                                                       ____________________


                                                   Very truly yours,


                                                   -----------------------------
                                                   Signature


                                                   -----------------------------
                                                   Name, please print


                                                   -----------------------------
                                                   Social Security Number






                                                                  Attachment A-3

<PAGE>



                            __________________, 20__

VALUEVISION MEDIA, INC.
6740 Shady Oak Road
Eden Prairie, Minnesota  55344
Attention: Secretary

Ladies and Gentlemen:

         NAME OF OPTIONEE:
                                     ------------------------------------------

         DATE OF GRANT OF OPTION:
                                     ------------------------------------------

         EXERCISE PRICE PER SHARE:
                                     ------------------------------------------

         NUMBER OF SHARES WITH
         RESPECT TO WHICH THE OPTION
         IS TO BE EXERCISED:
                                     ------------------------------------------

         TOTAL EXERCISE PRICE:
                                     ------------------------------------------

         The above Optionee has requested that we finance the exercise of the
above Option to purchase Shares of Common Stock of ValueVision Media, Inc. (the
"COMPANY") and has given us irrevocable instructions to promptly deliver to the
Company the amount of sale or loan proceeds from the Shares to be issued
pursuant to such exercise to satisfy the Optionee's obligation to pay the Total
Exercise Price.

                                                     Very truly yours,


                                                     ___________________________
                                                     Broker Name


                                                     By_________________________





                                                                    Attachment B