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                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT made as of the 22nd day of May, 2000, by and between
ValueVision International, Inc., a Minnesota corporation (hereinafter referred
to as "Employer"), and Howard Fox (hereinafter referred to as "Employee").

                                   WITNESSETH:

         WHEREAS, Employer desires to obtain the services of Employee and
Employee desires to be employed by Employer as an employee on the terms and
conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, the parties hereto agree as follows:

1.       Employment. Employer agrees to employ Employee and Employee agrees to
         be employed by Employer on the terms and conditions set forth in this
         Agreement.

2.       Term. The term of Employee's employment hereunder shall commence on the
         date hereof and shall continue on a full-time basis until May 21, 2003
         (the "Term"). The "Employment Period" for purposes of this Agreement
         shall be the period beginning on the date hereof and ending at the time
         Employee shall cease to act as an employee of Employer.

3.       Duties. Employee shall serve as Senior Vice President of Operations and
         Polo Project Manager of Employer reporting to Employer's President of
         TV Home Shopping Operations and shall perform the duties as assigned by
         Employer, from time to time, and shall faithfully, and to the best of
         his ability, perform such reasonable duties and services of an active,
         executive, administrative and managerial nature as shall be specified
         and designated, from time to time, by Employer. Employee agrees to
         devote his full time and skills to such employment while he is so
         employed, subject to a vacation allowance of not less than four (4)
         weeks during each year of the Term except for two (2) weeks during
         calendar year 2000, or such additional vacation allowance as may be
         granted in the sole discretion of Employer. Employer's President of TV
         Home Shopping Network shall provide Employee with a performance review
         at least annually.

4.       Compensation. Employee's compensation for the services performed under
         this Agreement shall be as follows:

        a)        Base Salary. Employee shall receive a base salary of at least
                  Two Hundred Forty Thousand and No/100 Dollars ($240,000.00)
                  per year for the Term of this Agreement ("Base Salary").

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        b)        Bonus Salary. Employee shall receive bonus salary ("Bonus
                  Salary") within 90 days after the end of each of Employer's
                  fiscal years during the Term of this Agreement of up to
                  $100,000 based on the following calculation: $25,000 if
                  ValueVision obtains an operating profit equal to at least 1%
                  of net sales, an additional $25,000 if ValueVision obtains a
                  net operating profit of at least 2% of net sales, an
                  additional $25,000 if ValueVision obtains a net operating
                  profit of at least 3% of net sales, and an additional $25,000
                  if ValueVision obtains a net operating profit of at least 4%
                  of net sales, unless prior to the date of payment, Employee's
                  employment shall be terminated pursuant to Sections 6.c. or
                  6.d. hereof. The first $25,000 of the Bonus Salary shall be
                  guaranteed for each year during the Term. In addition,
                  Employee shall be entitled to a signing bonus of $25,000 once
                  he has commenced working for Employer.

        c)        Automobile Allowance. Employer shall pay Employee a monthly
                  automobile allowance of $550.00 per month ("Auto Allowance").

        d)        Moving Expenses. Employer shall pay for the normal household
                  moving expenses associated with Employee's move to Minneapolis
                  from California ("Moving Expenses") in accordance with
                  Employer's relocation expense policy previously provided to
                  Employee.

5.       Other Benefits During the Employment Period.


        a)        Employee shall receive all other benefits made available to
                  officers of Employer, from time to time, at its discretion
                  ("Benefits"). It is understood and agreed that Employer may
                  terminate such Benefits or change any benefit programs at its
                  sole discretion, as they are not contractual for the term
                  hereof.

        b)        Employer shall reimburse Employee for all reasonable and
                  necessary out-of-pocket business expenses incurred during the
                  regular performance of services for Employer, including, but
                  not limited to, entertainment and related expenses so long as
                  Employer has received proper documentation of such expenses
                  from Employee.

        c)        Employer shall furnish Employee with such working facilities
                  and other services as are suitable to Employee's position with
                  Employer and adequate to the performance of his duties under
                  this Agreement.

6.       Termination of Employment.


        a)        Death. In the event of Employee's death, this Agreement shall
                  terminate and Employee shall cease to receive Base Salary,
                  Bonus Salary, Auto Allowance, and Benefits as of the date on
                  which his death occurs; except that Employee shall receive
                  Bonus Salary prorated for the number of months to date of
                  death.


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        b)        Disability. If Employee becomes disabled such that Employee
                  cannot perform the essential functions of his job, and the
                  disability shall have continued for a period of more than one
                  hundred twenty (120) consecutive days; then Employer may, in
                  its sole discretion, terminate this Agreement and Employee
                  shall then cease to receive Base Salary, Bonus Salary, Auto
                  Allowance, and all other Benefits, on the date this Agreement
                  is so terminated, except that Employee shall receive Bonus
                  Salary prorated for the number of months to date of
                  disability; provided however, Employee shall then be entitled
                  to such disability, medical, life insurance, and other
                  benefits as may be provided generally for disabled employees
                  of Employer when payments and benefits hereunder ceases.

        c)        Voluntary Termination. In the event that Employee voluntarily
                  terminates his employment, he shall cease to receive Base
                  Salary, Bonus Salary, Auto Allowance, and all other Benefits
                  as of the date of such termination. In addition, Employee
                  shall repay Employer on a pro-rata basis (calculated based on
                  the initial 12 months of the Term), the Moving Expenses.

        d)        Termination With Cause. Employer shall be entitled to
                  terminate this Agreement and Employee's employment hereunder
                  for Cause (as herein defined), and in the event that Employer
                  elects to do so, Employee shall cease to receive Base Salary,
                  Bonus Salary, Auto Allowance, and Benefits as of the date of
                  such termination specified by Employer. In addition, Employee
                  shall repay Employer on a pro-rata basis (calculated based on
                  the initial 12 months of the Term), the Moving Expenses. For
                  purposes of this Agreement, "Cause" shall mean: (i) a material
                  act or act of fraud which results in or is intended to result
                  in Employee's personal enrichment at the direct expense of
                  Employer, including without limitation, theft or embezzlement
                  from Employer; (ii) public conduct by Employee substantially
                  detrimental to the reputation of Employer, (iii) material
                  violation by Employee of any Employer policy, regulation or
                  practice; (iv) conviction of a felony; or (v) habitual
                  intoxication, drug use or chemical substance use by any
                  intoxicating or chemical substance. Notwithstanding the
                  forgoing, Employee shall not be deemed to have been terminated
                  for Cause unless and until Employee has received thirty (30)
                  days' prior written notice (a "Dismissal Notice") of such
                  termination. In the event Employee does not dispute such
                  determination within thirty (30) days after receipt of the
                  Dismissal Notice, Employee shall not have the remedies
                  provided pursuant to Section 6.g. of this Agreement. In
                  addition, Employee shall repay Employer on a pro-rata basis
                  (calculated based on the initial 12 months of the Term), the
                  Moving Expenses.

        e)        By Employee for Employer Cause. Employee may terminate this
                  Agreement upon thirty (30) days written notice to Employer
                  (the "Employee Notice") upon the occurrences without
                  Employee's express written consent of any one or more of the
                  following events, provided, however, that Employee shall not



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                  have the right to terminate this Agreement if Employer is able
                  to cure such event within thirty (30) days (ten (10) days with
                  regard to Subsection (ii) hereof) following delivery of such
                  notice:

                  (i)      Employer substantially diminishes Employee's duties
                           such that they are no longer of an executive nature
                           as contemplated by Section 3 hereof or

                  (ii)     Employer materially breaches its obligations to pay
                           Employee as provided for herein and such failure to
                           pay is not a result of a good faith dispute between
                           Employer and Employee.

        f)        Other. If Employer terminates this Agreement for any reason
                  other than as set forth in Section 6.a, 6.b., or 6.d above, or
                  if Employee terminates this Agreement pursuant to Section 6.e.
                  above, Employer shall immediately pay Employee in a lump sum
                  payment, an amount equal the greater of (i) one year's Base
                  Salary, Auto Allowance, and Bonus Salary, or (ii) all Base
                  Salary, Bonus Salary and Auto Allowance which would otherwise
                  be payable until the end of the Term (collectively, the
                  "Severance Payment"). In addition, Employer shall continue to
                  provide Employee with Benefits until the end of the Term. For
                  purposes of calculating Bonus Salary payable pursuant to this
                  Section 6.f., Employee shall receive Bonus Salary equal to the
                  last Bonus Salary actually paid the Employee, prorated for the
                  number of months to be covered by the Severance Payment (if
                  terminated before the end of the first fiscal year of
                  Employer, the Bonus Salary shall equal the Bonus Salary
                  objective stated in 4.b, prorated as aforesaid).

        g)        Arbitration. In the event that Employee disputes a
                  determination that Cause exists for terminating his employment
                  pursuant to Section 6.d. of this Agreement, or Employer
                  disputes the determination that cause exists for Employee's
                  termination of his employment pursuant to Section 6.e of this
                  Agreement, either such disputing party may, in accordance with
                  the Rules of the American Arbitration Association ("AAA"), and
                  within 30 days of receiving a Dismissal Notice or Employee
                  Notice, as applicable, file a petition with the AAA for
                  arbitration of the dispute, the costs thereof (including legal
                  fees and expenses) to be shared equally by the Employer and
                  Employee unless an order of the AAA provides otherwise. Such
                  proceeding shall also determine all other items then in
                  dispute between the parties relating to this Agreement, and
                  the parties covenant and agree that the decision of the AAA
                  shall be final and binding and hereby waive their rights to
                  appeal thereof.

7.       Confidential Information. Employee acknowledges that the confidential
         information and data obtained by him during the course of his
         performance under this Agreement concerning the business or affairs of
         Employer, or any entity related thereto are the property of Employer
         and will be confidential to Employer. Such confidential


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         information may include, but is not limited to, specifications,
         designs, and processes, product formulae, manufacturing, distributing,
         marketing or selling processes, systems, procedures, plans, know-how,
         services or material, trade secrets, devices (whether or not patented
         or patentable), customer or supplier lists, price lists, financial
         information including, without limitation, costs of materials,
         manufacturing processes and distribution costs, business plans,
         prospects or opportunities, and software and development or research
         work, but does not include Employee's general business or direct
         marketing knowledge (the "Confidential Information"). All the
         Confidential Information shall remain the property of Employer and
         Employee agrees that he will not disclose to any unauthorized persons
         or use for his own account or for the benefit of any third party any of
         the Confidential Information without Employer's written consent.
         Employee agrees to deliver to Employer at the termination of his
         employment, all memoranda, notes, plans, records, reports, video and
         audio tapes and any and all other documentation (and copies thereof)
         relating to the business of Employer, or any entity related thereto,
         which he may then possess or have under his direct or indirect control.
         Notwithstanding any provision herein to the contrary, the Confidential
         Information shall specifically exclude information which is publicly
         available to Employee and others by proper means, readily ascertainable
         from public sources known to Employee at the time the information was
         disclosed or which is rightfully obtained from a third party,
         information required to be disclosed by law provided Employee provides
         notice to Employer to seek a protective order, or information disclosed
         by Employee to his attorney regarding litigation with Employer.

8.       Inventions and Patents. Employee agrees that all inventions,
         innovations or improvements in the method of conducting Employer's
         business or otherwise related to Employer's business (including new
         contributions, improvements, ideas and discoveries, whether patentable
         or not) conceived or made by him during the Employment Period belong to
         Employer. Employee will promptly disclose such inventions, innovations
         and improvements to Employer and perform all actions reasonably
         requested by Employer to establish and confirm such ownership.

9.       Noncompete and Related Agreements.


        a)        Employee agrees that during the Noncompetition Period (as
                  herein defined), he will not: (i) directly or indirectly own,
                  manage, control, participate in, lend his name to, act as
                  consultant or advisor to or render services alone or in
                  association with any other person, firm, corporation or other
                  business organization for any other person or entity engaged
                  in the television home shopping and infomercial business, any
                  mail order or internet business that directly competes with
                  Employer or any of its affiliates by selling merchandise
                  primarily of the type offered in and using a similar theme as
                  any of Employer's or its affiliates' catalogs or internet
                  sites during the Term of this Agreement or any business which
                  Employer (upon authorization of its board of directors) has
                  invested significant research and development funds or


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                  resources and contemplates entering into during the next
                  twelve (12) months (the "Restricted Business"), anywhere that
                  Employer or any of its affiliates operates during the Term of
                  this Agreement within the continental United States (the
                  "Restricted Area"); (ii) have any interest directly or
                  indirectly in any business engaged in the Restricted Business
                  in the Restricted Area other than Employer (provided that
                  nothing herein will prevent Employee from owning in the
                  aggregate not more than one percent (1%) of the outstanding
                  stock of any class of a corporation engaged in the Restricted
                  Business in the Restricted Area which is publicly traded, so
                  long as Employee has no participation in the management or
                  conduct of business of such corporation), (iii) induce or
                  attempt to induce any employee of Employer or any entity
                  related to Employer to leave his, her or their employ, or in
                  any other way interfere with the relationship between Employer
                  or any entity related to Employer and any other employee of
                  Employer or any entity related to Employer, or (iv) induce or
                  attempt to induce any customer, supplier, franchisee,
                  licensee, other business relation of any member of Employer or
                  any entity related to Employer to cease doing business with
                  Employer or any entity related to Employer, or in any way
                  interfere with the relationship between any customer,
                  franchisee or other business relation and Employer or any
                  entity related to Employer, without the prior written consent
                  of Employer. For purposes of this Agreement, "Noncompetition
                  Period" shall mean the period commencing as of the date of
                  this Agreement and ending on either (i) the date on which
                  Employee ceases to be employed, if no Severance is paid
                  (except in the case of a voluntary departure by Employee), or
                  (ii) the last day of the sixth (6th) month following either
                  the date on which the Employee voluntarily departs or the date
                  on which Employee is terminated during the Term of this
                  Agreement if Severance is paid.

        b)        If, at the time of enforcement of any provisions of Section 9,
                  a court of competent jurisdiction holds that the restrictions
                  stated therein are unreasonable under circumstances then
                  existing, the parties hereto agree that the maximum period,
                  scope or geographical area reasonable under such circumstances
                  will be substituted for the stated period, scope or area.

        c)        Employee agrees that the covenants made in this Section 9
                  shall be construed as an agreement independent of any other
                  provision of this Agreement and shall survive the termination
                  of this Agreement.

        d)        Employee represents and warrants to Employer that he is not
                  subject to any existing noncompetition or confidentiality
                  agreements which would in any way limit him from working in
                  the television home shopping, catalog, infomercial or internet
                  businesses, or from performing his duties hereunder or subject
                  Employer to any liability as a result of his employment
                  hereunder. Employee agrees to indemnify and hold Employer and
                  its affiliates harmless from and against any and all claims,
                  liabilities, losses, costs, damages and


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                  expenses (including reasonable attorneys' fees) arising as a
                  result of any noncompete or confidentiality agreements
                  applicable to Employee.

10.      Termination of Existing Agreements. This Agreement supersedes and
         preempts any prior understandings, agreements or representations,
         written or oral, by or between Employee and Employer, which may have
         related to the employment of Employee, Employee's Agreement Not to
         Compete with Employer, or the payment of salary or other compensation
         by Employer to Employee, and upon this Agreement becoming effective,
         all such understandings, agreements and representations shall terminate
         and shall be of no further force or effect.

11.      Specific Performance. Employee and Employer acknowledge that in the
         event of a breach of this Agreement by either parry, money damages
         would be inadequate and the nonbreaching party would have no adequate
         remedy at law. Accordingly, in the event of any controversy concerning
         the rights or obligations under this Agreement, such rights or
         obligations shall be enforceable in a court of equity by a decree of
         specific performance. Such remedy, however, shall be cumulative and
         nonexclusive and shall be in addition to any other remedy to which the
         parties may be entitled.

12.      Sale, Consolidation or Merger. In the event of a sale of the stock, or
         substantially all of the stock, of Employer, or consolidation or merger
         of Employer with or into another corporation or entity, or the sale of
         substantially all of the operating assets of Employer to another
         corporation, entity or individual, Employer may assign its rights and
         obligations under this Agreement to its successor-in-interest and such
         successor-in-interest shall be deemed to have acquired all rights and
         assumed all obligations of Employer hereunder.

13.      Stock Options. Employee shall be granted incentive stock options in
         accordance with the 1990 Stock Option Plan of Employer (the "Plan") for
         150,000 shares of ValueVision International, Inc. common stock ("Stock
         Options") with an exercise price per share to be determined at the date
         of grant, subject to the provisions thereof and exercisable at the time
         or times established by the stock option agreement representing the
         Stock Options (the "Stock Option Agreement"). The Stock Options vest in
         equal amounts as follows: one-third on the date of grant, one-third on
         the first anniversary of the date of grant, and one-third on the second
         anniversary of the date of grant. All such Stock Options shall
         automatically vest upon a termination of this Agreement prior to the
         end of the Term (unless pursuant to Sections 6.c or 6.d.).

14.      No Offset - No Mitigation. Employee shall not be required to mitigate
         damages under this Agreement by seeking other comparable employment.
         The amount of any payment or benefit provided for in this Agreement,
         including welfare benefits shall not be reduced by any compensation or
         benefits earned by or provided to Employee as the result of employment
         by another employer.

15.      Waiver. The failure of either party to insist, in any one or more
         instances, upon performance of the terms or conditions of this
         Agreement shall not be construed as a


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         waiver or relinquishment of any right granted hereunder or of the
         future performance of any such term, covenant or condition.

16.      Attorney's Fees. In the event of any action for breach of, to enforce
         the provisions of, or otherwise arising out of or in connection with
         this Agreement, the prevailing party in such action, as determined by a
         court of competent jurisdiction in such action, shall be entitled to
         receive its reasonable attorney fees and costs from the other party. If
         a party voluntarily dismisses an action it has brought hereunder, it
         shall pay to the other party its reasonable attorney fees and costs.

17.      Notices. Any notice to be given hereunder shall be deemed sufficient if
         addressed in writing, and delivered by registered or certified mail or
         delivered personally: (i) in the case of Employer, to Employer's
         principal business office; and (ii) in the case of Employee, to his
         address appearing on the records of Employer, or to such other address
         as he may designate in writing to Employer.

18.      Severability. In the event that any provision shall be held to be
         invalid or unenforceable for any reason whatsoever, it is agreed such
         invalidity or unenforceability shall not affect any other provision of
         this Agreement and the remaining covenants, restrictions and provisions
         hereof shall remain in full force and effect and any court of competent
         jurisdiction may so modify the objectionable provisions as to make it
         valid, reasonable and enforceable.

19.      Amendment. This Agreement may be amended only by an agreement in
         writing signed by the parties hereto.

20.      Benefit. This Agreement shall be binding upon and inure to the benefit
         of and shall be enforceable by and against Employee's heirs,
         beneficiaries and legal representatives. It is agreed that the rights
         and obligations of Employee may not be delegated or assigned except as
         specifically set forth in this Agreement.

21.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of Minnesota



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         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day, month and year first above written.

EMPLOYER:                         VALUEVISION INTERNATIONAL, INC.


                                  By:  /s/ Steve Jackel
                                     --------------------------------
                                     Steve Jackel
                                     Its:President - TV Home Shopping Operations



EMPLOYEE:


                                  By:  /s/ Howard Fox
                                     --------------------------------
                                     Howard Fox






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