PURCHASE AGREEMENT

         This PURCHASE AGREEMENT (the "Agreement"), dated as of June 26, 2006,
between NBC - VVTV HOLDING, INC. (the "Seller") and GE CAPITAL EQUITY
INVESTMENTS, INC. (the "Purchaser") recites and provides:

         WHEREAS, Purchaser is the registered owner of 1,206,258 shares of
Series A Redeemable Convertible Preferred Stock (the "Shares"), of ValueVision
Media, Inc., a Minnesota corporation (the "Company"), and holds the Shares for
Seller, as beneficial owner;

         WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase all of Seller's right, title and interest in and to the Shares;

                  NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, Seller and Purchaser agree as follows:

         1.       Sale and Purchase of Shares.

                  Subject to the terms and conditions set forth herein, Seller
hereby sells to the Purchaser, and Purchaser hereby purchases from the Seller,
all of Seller's right, title and interest in and to the Shares in exchange for
the payment to Seller of the purchase price determined and payable as provided
in Section 3 below (the "Purchase Price").

         2.       Representations and Warranties of the Seller.

                  Seller owns good and valid title to the Shares, free and clear
of any mortgages, liens, encumbrances, charges, claims, restrictions, pledges,
security interests or impositions of any kind whatsoever, other than pursuant to
a Shareholder Agreement with the Company. Upon transfer of the Shares to
Purchaser and upon Purchaser's payment therefore in accordance with Section 3
below, good and valid title to the Shares, free and clear of all mortgages,
liens, encumbrances, charges, claims, restrictions, pledges, security interests
or impositions, will pass to Purchaser.

         3.       Transfer of Shares and Determination of Purchase Price.

                  a. Seller shall transfer the Shares to Purchaser on the
business day subsequent to the execution date of this Agreement.

                  b. The Purchase Price will be $15,388,040 in cash.

                  c. Upon delivery of the Purchase Price, Seller agrees to


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execute additional documents, if any, necessary to deliver, assign and convey to
Purchaser the Shares, free and clear of any and all mortgages, liens,
encumbrances, charges, claims, restrictions, pledges, security interests or
impositions.

         4.       Miscellaneous.

                  a. Expenses. Each of the parties hereto shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with the
transaction contemplated hereunder.

                  b. Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the transaction contemplated
hereunder and supersedes all prior arrangements or understandings with respect
thereto, written or oral. The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the parties' successors and assigns.
Nothing in the Agreement, express or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successor and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.

                  c. Assignment. Neither of the parties hereto may assign any of
its rights or obligations under this Agreement to any other person, without the
express written consent of the other party.

                  d. Counterparts and Facsimile Signatures. This Agreement may
be executed in any number of counterparts, and each such counterpart shall be
deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement. Further, either party may execute and deliver this
Agreement by facsimile and the evidence of a signature found on such facsimile
shall be deemed to be an original signature of the signatory for such party.

                  e. Specific Performance. The parties agree that damages would
be an inadequate remedy for a breach of the provisions of this Agreement by
either party hereto and that this Agreement may be enforced by either party
hereto through injunctive relief or other equitable relief.

                  f. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York.

                         [signatures on following page]







         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first written above.


                          NBC - VVTV HOLDING, INC.



                          By:  /s/ Bruce L. Campbell
                               -----------------------
                              Name: Bruce L. Campbell
                              Title: Vice President



                          GE CAPITAL EQUITY INVESTMENTS, INC.



                          By:  /s/ John W. Campo, Jr.
                               -----------------------
                            Name: John W. Campo, Jr.
                            Title: Managing Director