EXCHANGE AGREEMENT

Exhibit 10.1

Execution Version

EXCHANGE AGREEMENT

By and Between

VALUEVISION MEDIA, INC.

G.E. CAPITAL EQUITY INVESTMENTS, INC.

and

NBC UNIVERSAL, INC.

Dated as of February 25, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

SCHEDULES

4.01(b) — Capital Stock Obligations of Material Subsidiaries
4.01(c) — Conflicts
4.01(d) — Consents and Approvals of Company
4.01(e) — Common Stock Options and Obligations
4.01(f) — SEC Filings; Claims and Liabilities
4.01(g) — Tax Matters
4.01(j) — FCC Licenses and Applications
4.01(k) — Brokers and Finders
4.02(c) — Consents and Approvals of GE
4.03(c) — Consents and Approvals of NBC

EXHIBITS

A — Form of Certificate of Designation
B — Form of Registration Rights Agreement
C — Form of Shareholder Agreement

               THIS EXCHANGE AGREEMENT (this “ Agreement ”) is made and entered into as of February 25, 2009 by and among ValueVision Media, Inc., a Minnesota corporation (the “ Company ”), GE Capital Equity Investments, Inc. (the “ Purchaser ”), a Delaware corporation, and with respect to Sections 2.04, 2.05, 4.03, 5.03, 8.10 and Articles I and VIII only, NBC Universal, Inc., a Delaware corporation and Affiliate of the Purchaser (“ NBC ”).

RECITALS

               WHEREAS, the Company issued 5,339,500 shares of Series A Redeemable Convertible Preferred Stock, par value $.01 per share (the “ Series A Preferred Stock ”), to the Purchaser;

               WHEREAS, the Company and the Purchaser have reached an agreement, subject to and on the terms and conditions set forth in this Agreement, to exchange 5,339,500 shares of Series A Preferred Stock held by the Purchaser for 4,929,266 shares of a new series of Series B Redeemable Preferred Stock (the “ Series B Preferred Stock ”);

               WHEREAS, the Company will file with the Secretary of State of the State of Minnesota a Certificate of Designation relating to the Series B Preferred Stock;

               WHEREAS, the Company and the Purchaser have also reached an agreement for the Company to issue to the Purchaser warrants (the “ Warrants ”) to purchase up to 6,000,000 shares (subject to adjustment) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), at an exercise price of $0.75 per share;

               WHEREAS, concurrently with issuance of the Series B Preferred Stock and the Warrants, the Company has agreed to make a cash payment of $3,400,000 (the “ Cash Payment ”) to the Purchaser;

               NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I — DEFINITIONS

               Section 1.01. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

               “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

               “Ancillary Documents” shall mean the Certificate of Designation, Warrants, Shareholder Agreement and Registration Rights Agreement.

               “Business Day” shall mean any day, other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close.

               “Cash Payment” shall have the meaning set forth in the recitals hereto.

               “Certificate of Cancellation” shall mean the Certificate of Cancellation of the Company cancelling the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock, to be executed and filed with the Secretary of State of the State of Minnesota on the Closing Date.

               “Certificate of Designation” shall mean the Certificate of Designation of the Shares of the Company, to be executed and filed with the Secretary of State of the State of Minnesota on or prior to the Closing Date, which shall be substantially in the form of Exhibit A hereto.

               “Closing” and “Closing Date” shall have the meanings set forth in Section 3.01.

               “Code” shall mean the Internal Revenue Code of 1986, as amended.

               “Common Stock” shall have the meaning set forth in the recitals hereto.

               “Company” shall have the meaning set forth in the preamble hereto.

               “Company Subsidiary” shall mean any Subsidiary of the Company.

               “Contractual Obligation” shall mean, as to any Person, any provision of any note, bond or security issued by such Person, or of any mortgage, indenture, deed of trust, lease, license, franchise, contract, agreement, instrument or undertaking to which such Person is party or by which it or any of its property is subject.

               “Distribution Agreement” shall mean the Distribution and Marketing Agreement dated as of March 8, 1999 between the Company and NBC pursuant to which NBC has agreed to distribute certain programming of the Company.

               “Exchange” shall have the meaning set forth in Section 2.02.

               “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

               “Excluded Breach” shall mean any breach of a representation or warranty hereunder, provided that (i) the Purchaser had actual knowledge of the event or circumstance constituting such breach on or prior to the date hereof and (ii) the Purchaser believed, on or prior to the date hereof, that such circumstance or event constituted a breach of such representation or warranty hereunder.

               “FCC” shall mean the Federal Communications Commission.

               “GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

               “Governmental Entity” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any self-regulating organization, securities exchange or securities trading system.

               “IRS” shall have the meaning set forth in Section 4.01(g).

               “Lien” shall mean any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same effect as any of the foregoing).

               “Material Adverse Effect” shall mean a material adverse effect on (i) with respect to the Company, the assets, business condition, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole or (ii) with respect to any party, the ability of such party to timely perform its obligations under this Agreement or any Ancillary Document to which it is a party.

               “Material Subsidiaries” shall mean those Subsidiaries of the Company that constitute “significant subsidiaries” as defined in Rule 1-02 of Regulation S-X under the Securities Act.

               “MBCA” shall mean the Minnesota Business Corporation Act, as amended.

               “NBC” shall have the meaning set forth in the preamble hereto.

               “Options” shall mean stock options to purchase Common Stock (i) issued or issuable under the Company’s 1990 Stock Option Plan, (ii) issued or issuable under the Company’s 1994 Executive Stock Option Plan (whether or not issued) (iii) issued or issuable under the Company’s 2001 Omnibus Stock Option Plan, (iv) issued or issuable under the Company’s 2004 Omnibus Stock Option Plan, as amended and (v) as set forth on Schedule 4.01(e) hereto.

               “Person” shall mean an individual, corporation, unincorporated association, partnership, group (as defined in Section 13(d)(3) of the Exchange Act), trust, joint stock company, joint venture, business trust or unincorporated organization, limited liability company, any Governmental Entity or any other entity of whatever nature.

               “Purchaser” shall have the meaning set forth in the preamble hereto.

               “Registration Rights Agreement” shall mean the amended and restated registration rights agreement to be executed by the Purchaser, NBC and the Company at the Closing, which shall be substantially in the form attached as Exhibit B hereto.

               “Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational documents of such Person, and any law, statute, order, treaty, rule or regulation, or judgment, decree, determination or order of any arbitrator, court or other Governmental Entity, applicable to or binding upon such Person or any of its property.

               “Restricted Party” shall have the meaning set forth in the Shareholder Agreement.

               “SEC” shall mean the United States Securities and Exchange Commission.

               “SEC Documents” shall have the meaning set forth in Section 4.01(f).

               “Securities” shall have the meaning set forth in Section 2.01.

               “Securities Act” shall have the meaning set forth in Section 2.04.

               “Series A Preferred Stock” shall have the meaning set forth in the recitals hereto.

               “Series B Preferred Stock” shall have the meaning set forth in the recitals hereto.

               “Shares” shall have the meaning set forth in Section 2.01.

               “Shareholder Agreement” shall mean the Amended and Restated Shareholder Agreement, to be executed and delivered by the Company, the Purchaser and NBC at Closing, which shall be substantially in the form of Exhibit C hereto.

               “Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company, joint venture or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

               “Surviving Representations and Warranties” shall mean the representations and warranties contained in Section 4.01(e)(ii).

               “Tax” or, collectively, “Taxes” shall mean any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, gains, franchise, withholding, payroll, recapture, employment, excise, unemployment insurance, social security, business license, occupation, business organization, stamp, environmental and property taxes, together with all interest, penalties and additions imposed with respect to such amounts. For purposes of this Agreement, “Taxes” also includes any obligations under any agreements or arrangements with any other person with respect to Taxes of such other person (including pursuant to Treas. Reg. Section 1.1502-6 or comparable provisions of state, local or foreign tax law) and including any liability for taxes of any predecessor entity.

               “Warrants” shall have the meaning set forth in the recitals hereto.

               “Warrant Issuance” shall have the meaning set forth in Section 2.03.

               “Warrant Share” shall mean the shares of Common Stock issued upon exercise of the Warrants.

ARTICLE II — EXCHANGE AND ISSUANCE OF SECURITIES

               Section 2.01. Authorization of Issue . Upon and subject to the terms and conditions set forth in this Agreement, the Company has authorized the issuance to the Purchaser of (i) 4,929,266 shares of Series B Preferred Stock (the “ Shares ”) and (ii) the Warrants to purchase up to 6,000,000 shares of Common Stock at an exercise price of $0.75 per share. The Shares and the Warrants are collectively referred to as the “ Securities ”.

               Section 2.02. Exchange of Series A Preferred Stock; Issuance of Warrants; Cash Payment .

     (a) Subject to the terms and conditions set forth in this Agreement, the Purchaser hereby agrees, on the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions set forth herein, to surrender for exchange at the Closing 5,339,500 shares of the Series A Preferred Stock owned by the Purchaser, which constitutes all of the Purchaser’s shares of the Company.

     (b) Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees, on the basis of the representations, warranties and agreements of the Purchaser and NBC contained herein and subject to all the terms and conditions set forth herein, to (i) exchange at the Closing (the “Exchange”) the shares of the Series A Preferred Stock held by the Purchaser for 4,929,266 shares of Series B Preferred Stock; (ii) issue to the Purchaser (the “Warrant Issuance”) at the Closing, Warrants to purchase up to 6,000,000 shares of Common Stock at an exercise price of $0.75 per share; and (iii) pay to the Purchaser the Cash Payment at the Closing. Immediately after the Closing, the Company shall file the Certificate of Cancellation with the Secretary of State of the State of Minnesota. Without limiting the Company’s obligations under Section 8.08, from and after the Closing, the Purchaser shall cease to have any rights with respect to such Series A Preferred Stock, including any payments of accumulated and unpaid dividends.

               Section 2.03. Legend on Series B Preferred Stock and Warrants . Each certificate issued at the Closing representing Series B Preferred Stock, Warrants and Warrant Shares shall be endorsed with a legend in substantially the form as provided in the Shareholder Agreement.

               Section 2.04. Registration Rights . The Company, the Purchaser and NBC hereby agree to enter into the Registration Rights Agreement at the Closing pursuant to which, under certain terms and conditions specified therein, the Company shall provide to the Purchaser and NBC certain registration rights under the Securities Act of 1933, as amended (the “ Securities Act ”).

               Section 2.05. Shareholder Agreement . The Company, the Purchaser and NBC

hereby agree to enter into the Shareholder Agreement at the Closing.

ARTICLE III — CLOSING DATE; DELIVERY

               Section 3.01. Closing and Location . Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the Exchange and Warrant Issuance (the “ Closing ”) shall take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, on February 25, 2009 (the “ Closing Date ”), or at such other time and place as may be mutually agreed upon by the Company and the Purchaser.

               Section 3.02. Delivery . At the Closing: (i) the Purchaser shall deliver to the Company the certificates evidencing the 5,339,500 shares of Series A Preferred Stock held by Purchaser, (ii) the Company shall deliver to the Purchaser stock and warrant certificates for the Securities to be issued in accordance with the provisions of Article II, registered in the name of the Purchaser or its nominee (subject to the provisions herein and in the Ancillary Documents) and in such denominations as the Purchaser shall specify not less than two Business Days prior to the Closing Date; (iii) the Company shall deliver to the Purchaser on the Closing Date immediately available funds, by wire transfer to such account as the Purchaser shall specify, in the amount of $3,400,000 to be paid hereunder by the Company pursuant to Section 2.02; and (iv) each party shall take or cause to happen such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article VI hereof.

               Section 3.03. Consummation of Closing . All acts, deliveries and confirmations comprising the Closing, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery or confirmation of the Closing and none of such acts, deliveries or confirmations shall be effective unless and until the last of same shall have occurred.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

               Section 4.01. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as follows:

     (a) Organization and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its businesses as they are now being conducted. The Company is duly licensed or qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of properties, or the conduct of its businesses requires such licensing or qualification and good standing, except where the failure to be so licensed or qualified or in good standing in any such jurisdiction would not have a Material Adverse Effect.

     (b) Organization and Good Standing of Company Subsidiaries. The Company owns, directly or indirectly, all the shares of outstanding capital stock of each Material Subsidiary, free and clear of all Liens, except such Liens which do not have a Material Adverse Effect. There are (i) no equity securities of any of the Material Subsidiaries that are required to be

issued by reason of any options, warrants, rights to subscribe to, calls, preemptive rights or commitments of any character whatsoever, (ii) no outstanding securities or rights convertible into or exchangeable for shares of any capital stock of any Material Subsidiary and (iii) no contracts, commitments, understandings or arrangements by which any Material Subsidiary is bound to issue additional shares of its capital stock or rights convertible into or exchangeable for its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. Except as set forth in Schedule 4.01(b), none of the Material Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its capital stock. All of the shares of capital stock of each of the Material Subsidiaries are duly and validly authorized and issued, fully paid and non-assessable. Each Material Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its businesses as they are now being conducted, and is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which its ownership or leasing of properties, or the conduct of its businesses, requires such licensing or qualification and good standing, except where the failure to be so licensed or qualified or in good standing in any such jurisdiction would not have a Material Adverse Effect.

     (c) Authorization; No Conflicts. The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and each Ancillary Document and the consummation of the Company’s obligations hereunder and thereunder have been duly authorized by all necessary corporate action. This Agreement has been, and on or prior to the Closing Date each Ancillary Document will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery on or prior to the Closing Date, each Ancillary Document will constitute, a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and by general equitable principles. Except as set forth in Schedule 4.01(c), the execution, delivery and performance of this Agreement and the Ancillary Documents by the Company, the consummation of the transactions by the Company contemplated hereby and thereby and the compliance by the Company with the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, require a consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Company or Material Subsidiaries under, (i) the articles of incorporation, by-laws or other governing instrument of the Company or any Material Subsidiary, (ii) any Contractual Obligation of the Company or any Material Subsidiary or (iii) assuming that the filings, consents and approvals specified in Schedule 4.01(d) have been obtained or made and any waiting period applicable thereto has expired or been terminated, any Requirement of Law applicable to the Company or any Material Subsidiary, except, in the case of clauses (ii) and (iii) above, such conflicts, violations, breaches, consents, approvals, notices, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect.

     (d) Consents. Except as set forth in Schedule 4.01(d), no consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement and the Ancillary Documents, the consummation by the Company of the transactions contemplated hereby and thereby or the performance by the Company of its obligations hereunder and thereunder, except for (i) the filing of all notices, reports and other documents required by the rules and regulations promulgated by the FCC, (ii) such filings as may be required under the blue sky laws of the various states, (ii) the filing of the Certificate of Designation with the Secretary of State of the State of Minnesota and (iv) such consents, approvals, orders, authorizations, registrations, declarations, filings or notices of which the failure to make or obtain would not have a Material Adverse Effect.

     (e) Capitalization. (i) As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of capital stock. As of the date hereof, 33,690,266 shares of Common Stock are issued and outstanding and fully paid and non-assessable, no shares of Common Stock are held in treasury, and no shares of Common Stock are reserved for issuance upon exercise of outstanding stock options except for 6,520,183 shares reserved in respect of Options. As of the date hereof and prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Documents, 5,339,500 shares of Series A Preferred Stock are designated, issued and outstanding.

               (ii) Upon delivery of the Shares on the Closing Date as provided herein, such Shares will be duly and validly authorized and issued, fully paid and non-assessable and not subject to preemptive rights, and the Purchaser will acquire good title thereto, free and clear of all Liens (other than any Lien created by the Purchaser, applicable state and federal securities laws and the Ancillary Documents). The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance and, when issued upon exercise of the Warrants, will be duly and validly authorized and issued, fully paid and non-assessable and not subject to preemptive rights, and the owner of such shares will acquire good title thereto, free and clear of all Liens (other than any Lien created by such owner).

          (iii) Other than (A) the requirement to issue warrants to purchase shares of Common Stock pursuant to the terms and conditions of the Distribution Agreement, (B) the requirement to issue the Warrant Shares, (C) the requirement to issue shares of Common Stock pursuant to Options set forth on Schedule 4.01(e), (D) the transactions contemplated by this Agreement and the Ancillary Documents, including the requirement to issue the Shares, (E) as disclosed in the SEC Documents and (F) as set forth in Schedule 4.01(e): (1) no equity securities of the Company are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls, preemptive rights, or commitments of any character whatsoever, (2) there are outstanding no securities or rights convertible into or exchangeable for shares of any capital stock of the Company, (3) there are no contracts, commitments, understandings or arrangements by which the Company is or will be bound to issue additional shares of its capital stock or securities or rights convertible into or exchangeable for shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock, (4) the Company is not subject to any obligation (contingent or otherwise) to

repurchase, redeem or otherwise acquire or retire any of its capital stock, (5) the Company has not granted or agreed to grant any rights relating to the registration of its securities under applicable federal and state securities laws, including piggyback rights, (6) the Company is not a party to, and the executive officers of the Company have no actual knowledge of any, voting trusts, proxies or any other agreements or understandings with respect to the voting of any capital stock of the Company, and (7) the consummation of the transactions contemplated by this Agreement will not trigger the anti-dilution provisions or other price adjustment mechanisms of any outstanding subscriptions, options, warrants, calls, contracts, preemptive rights, demands, commitments, conversion rights or other agreements or arrangements of any character or nature whatsoever under which the Company is or may be obligated to issue or acquire its capital stock. As of the Closing Date and after giving effect to the Closing (and to all transactions to be effected simultaneously therewith), there shall be issued no class or series of Preferred Stock other than the Shares.

     (f) SEC Filings, Financial Information, Liabilities. The Company has filed a true and complete copy of each report, schedule, registration statement and definitive proxy statement required to be filed with the SEC since January 1, 2006 (the “SEC Documents”). Except as set forth in Schedule 4.01(f), as of their respective dates, the SEC Documents filed prior to the date hereof, after giving effect to any amendments and supplements thereto filed prior to the date hereof, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such SEC Documents. None of the SEC Documents filed prior to the date hereof when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents filed prior to the date hereof comply as to form in all material respect with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP during the period involved (except as may be indi