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                                                                     Exhibit 4.9


AMENDMENT NO. 6 TO RIGHTS AGREEMENT ("Amendment No. 6") between NATIONAL MEDIA
CORPORATION, a Delaware corporation (the "Company") and ChaseMellon Shareholder
Services, LLC, a New Jersey Corporation, as Rights Agent (the "Rights Agent").

                               W I T N E S S E T H

         WHEREAS, on January 3, 1994, the Company and the Rights Agent entered
into that certain Rights Agreement (as amended by Amendments Nos. 1 through 5 to
Rights Agreement, the "Rights Agreement"); and

         WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment
No. 6 may be entered into by the Company and the Rights Agent without the
approval of any holders of Rights.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:

         1.       The definition of "Acquiring Person" set forth in Section 1(a)
                  of the Rights Agreement is hereby amended by adding to the
                  second sentence thereof, after the words "(vi) the execution
                  or consummation of the transactions contemplated by that
                  certain Securities Purchase Agreement between National Media
                  Corporation and the Purchasers named therein, dated September
                  4, 1997, or the conversion of the Series C Preferred Stock or
                  the exercise of the Warrants to be issued pursuant to such
                  Securities Purchase Agreement; or (vii)" the following new
                  language:

                           "the execution or consummation of the transactions
                           contemplated by that certain Agreement and Plan of
                           Reorganization and Merger (the "Merger Agreement") by
                           and among ValueVision International, Inc.
                           ("ValueVision"), the Company and V-L Holdings Corp.,
                           dated as of January 5, 1998, or the exercise of the
                           warrants or the conversion of the note to be issued
                           in connection therewith, (viii) the execution or
                           consummation of the transactions contemplated by that
                           certain Redemption and Consent Agreement by and
                           between the Company and Capital Ventures
                           International and RGC International Investors, LDC,
                           dated as of January 5, 1998, or the conversion of the
                           Series D Preferred Stock or the exercise of the
                           Warrants to be issued pursuant to such Redemption and
                           Consent Agreement or the exercise of the Warrants to
                           be amended pursuant to such Redemption and Consent
                           Agreement, (ix) the execution or consummation of the
                           transactions contemplated by that certain Stock
                           Option Agreement (ValueVision), dated January 5,
                           1998, between ValueVision and the Company, or (x)"

         2.       Section 3(a) of the Rights Agreement is hereby amended by
                  adding as a new sentence (to be inserted after language added
                  by Amendment No. 5 to the Rights Agreement, dated August 14,
                  1997) the following:

                           "Notwithstanding the foregoing, no Distribution Date
                           shall occur as a result of (i) the execution or
                           consummation of the transactions contemplated by that
                           certain Agreement and Plan of Reorganization and
                           Merger, by and among ValueVision International, Inc.,
                           the Company and V-L Holdings Corp., dated as of
                           January 5, 1998, or the exercise of the Warrants or
                           the conversion of the Note to be issued in connection
                           therewith, (ii) the execution or consummation of the
                           transactions contemplated by that certain Stock
                           Option Agreement between the Company and ValueVision
                           International, Inc., dated as of January 5, 1998, or
                           the exercise of the options to be granted pursuant to
                           such Stock Option Agreement, or (iii) the execution
                           or consummation of the transactions contemplated by
                           that certain Redemption and Consent Agreement by and
                           between the Company and Capital Ventures
                           International and RGC 

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                           International Investors, LDC, dated as of January 5,
                           1998, or the conversion of the Series D Preferred
                           Stock or the exercise of the Warrants to be issued
                           pursuant to such Redemption and Consent Agreement or
                           the exercise of the Warrants to be amended pursuant
                           to such Redemption and Consent Agreement."

         3.       Section 7(a) of the Rights Agreement is hereby amended by
                  replacing "and (iii)" from the ninth line thereof with the
                  following new language:

                           "(iii) at the "Effective Time" of the "Merger" as
                           such terms are defined in the Merger Agreement and
                           (iv)"

         4.       Capitalized terms used but not defined in this Amendment No. 6
                  shall have the respective meanings ascribed thereto in the
                  Rights Agreement.

         5.       Except as expressly amended by this Amendment No. 6, the
                  Rights Agreement shall remain in full force and effect as the
                  same was in effect immediately prior to the effectiveness of
                  this Amendment No. 6.

         6.       This Amendment No. 6 shall be governed and construed on the
                  same basis as the Rights Agreement, as set forth therein.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to the Rights Agreement to be executed by their respective officers thereunto
duly authorized as of January 5, 1998.

                                      NATIONAL MEDIA CORPORATION


                                      By:        /s/ Brian J. Sisko
                                          -----------------------------------
                                           Name:  Brian J. Sisko
                                           Title: Senior Vice President and
                                                  General Counsel


                                      ChaseMellon Shareholder Services, LLC


                                      By:         /s/ Donald Messmer
                                          -----------------------------------
                                           Name:  Donald Messmer
                                           Title: Relationship Manager


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