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                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT made as of the 12th day of February, 2001, by and between
ValueVision International, Inc., a Minnesota corporation (hereinafter referred
to as "Employer"), and Steven Goldsmith (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 February 11 2004
     (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 and General
     Merchandise 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 three (3) weeks during each year of
     the Term, 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 and Eighty Thousand and No/100 Dollars ($280,000.00) 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 (beginning with the fiscal year ending
          January 31, 2002) of up to $150,000 based on the following
          calculation: $37,500 if ValueVision obtains an operating profit equal
          to at least 1% of net sales, an additional $37,500 if ValueVision
          obtains a net operating profit of at least 2% of net sales, an
          additional $37,500 if ValueVision obtains a net operating profit of at
          least 3% of net sales; and an additional $37,500 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 $50,000
          of the Bonus Salary shall be guaranteed for the first year during the
          Term (i.e., the fiscal year ending January 31, 2002).

     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 Maryland
          ("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 Sections 6.a, 6.b., 6.c 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 party, 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 first anniversary of the date of
     grant, one-third on the second anniversary of the date of grant, and
     one-third on the third 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.

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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 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.

22.  Obligation to Former Employer. The Employer shall pay to Employee's former
     employer promptly after the date of this Agreement a lump-sum cash payment
     in the approximate amount of $65,000 in satisfaction of a retention
     incentive liability that would otherwise be owing from Employee to such
     former employer.

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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
                                        President -- TV Home Shopping Operations



EMPLOYEE:


                                   By:  /s/ Steven Goldsmith
                                      ------------------------------
                                      Steven Goldsmith























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