VALUEVISION MEDIA, INC. OMNIBUS STOCK PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.2

VALUEVISION MEDIA, INC.

OMNIBUS STOCK PLAN

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

Exercise Schedule:

This is a NON-QUALIFIED STOCK OPTION AGREEMENT (“ Agreement ”) between ValueVision Media, Inc., a Minnesota corporation (the “ Company ”), and the Optionee identified above (the “ Optionee ”), effective as of the date of grant specified above.

RECITALS

A. The Company maintains the ValueVision Media, Inc. 2001 and 2004 Omnibus Stock Plan (the “ Plan ”).

B.  The Company has appointed a committee (the “ Committee ”) with the authority to determine the awards to be granted under the Plan, and the Board has maintained the authority to exercise the powers and duties of the Committee at its discretion.

C. The Company and the Employee have entered into a letter agreement dated August 25, 2008 (the “Letter Agreement” ), and the Letter Agreement provides for the granting of certain stock options to Optionee under the Plan.

D.  The Committee or its designee has determined that the Optionee is eligible to receive an award under the Plan in the form of a Stock Option (the “ Option ”), covering shares of Company Common Stock ( “Shares” ) as provided in the Letter Agreement and has set the terms and conditions thereof.

E. Any capitalized term used herein which is defined in the Plan has the same meaning as set forth therein.

This Option is issued to the Optionee under the terms and conditions set by the Committee as follows:

TERMS AND CONDITIONS

1.  Grant. The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement on the terms and conditions set forth herein.

2.  Exercise Price. The price to the Optionee of each Share subject to this Option shall be the Exercise Price specified on the first page of this Agreement.

3.  Non-Qualified Stock Option. This Option is intended to be a non-qualified stock option and not an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision.

4.  Exercise Schedule . Except as provided in Section 8, this Option may be exercised in accordance with the Exercise Schedule set forth on the first page of this Agreement. The Exercise Schedule is cumulative – that is, if this Option has not expired prior thereto, the Optionee may at any time purchase all or any portion of the Shares then available under the Exercise Schedule to the extent not previously purchased; provided, that Shares will continue to vest under the Exercise Schedule only if the Optionee continues to be an employee of the Company or an Affiliate. This Option may be exercised on an accelerated basis (notwithstanding the Exercise Schedule) under the circumstances described in Section 8 of this Agreement if it has not expired prior thereto.

5.  Expiration. The right to exercise this Option with respect to the shares covered hereunder shall expire at 4:00 p.m. Central Time on the earliest of:

(a) The expiration date specified at the beginning of this Agreement for the applicable portion of the covered shares;

(b) The last day of the period as of or following the termination of Optionee as an employee of the Company or an Affiliate and as a director of the Company (a “Director” ), during which this Option can be exercised (as specified in Section 7 hereof); or

(c) The date (if any) fixed for cancellation pursuant to Section 8 of this Agreement.

In no event may anyone exercise this Option, in whole or in part, after it has expired, notwithstanding any other provision of this Agreement.

6.  Procedure to Exercise Option.

Notice of Exercise . Subject to the terms and conditions of this Agreement, this Option may be exercised by delivering advance written notice of exercise to the Company at its headquarters in the form attached to this Agreement or a similar form containing substantially the same information and addressed or delivered to an authorized Company representative. The notice shall state the number of Shares to be purchased, and shall be signed by the person exercising this Option. If the person exercising this Option is not the Optionee, he or she also must submit appropriate proof of his or her right to exercise this Option.

Tender of Payment . Any notice of exercise hereunder shall be accompanied by payment (by cash, check, bank draft or money order payable to the Company) of the full purchase price of the Shares being purchased; to the extent permitted by law and the Plan, an Optionee may instead pay any portion of the purchase price with previously owned Shares, or also simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a brokerage or similar relationship so long as the cash proceeds from the sale are used promptly as payment of the purchase price of those Shares and the Company has received adequate assurances thereof. Notwithstanding the foregoing, the Optionee will not be permitted to pay any portion of the purchase price with Shares if, in the opinion of the Committee, payment in such a manner could have an adverse financial accounting consequence for the Company.

Delivery of Certificates . As soon as practicable after the Company receives a properly executed notice and the purchase price provided for above, it shall deliver to the person exercising the Option, in the name of such person, a certificate or certificates representing the Shares being purchased. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to issue or deliver any Shares prior to the completion of such registration or other qualification of such Shares under any law, rule or regulation as the Company shall determine to be necessary or desirable.

7.  Requirements for Exercise. This Option may be exercised only while the Optionee remains employed with the Company or an Affiliate or is serving as a consultant of the Company or an Affiliate or as a Director, and only if the Optionee has been continuously in one or more such relationships with the Company or an Affiliate, as the case may be; provided that:

(a) The Optionee may exercise this Option during the twelve (12) month period following termination of his or her employment with the Company or an Affiliate and his status as a Director, but only to the extent that it was exercisable immediately prior to termination as an employee or as a result of acceleration pursuant to Section 8, and only if the Optionee’s employment was not terminated for Cause (as defined in the Letter Agreement).

(b) Subject to Section 8, if the Optionee ceases to be employed by the Company or an Affiliate and ceases to be a Director after a declaration of a Fundamental Change made pursuant to Section 8 of this Agreement, he or she may exercise the Option at any time permitted by such declaration.

Notwithstanding the above, this Option may not be exercised after its original Expiration Date provided above.

8.  Acceleration of Option.

Certain Employment Events On or Before First Anniversary. If, on or before the first anniversary of the date of this Option Agreement, (i) the Company terminates Optionee’s employment, other than a termination for Cause (as defined in the Letter Agreement), (ii) the Optionee terminates his employment for Good Reason (as defined below), or (iii) Keith Stewart is appointed as Chief Executive Officer of the Company, then in any such event this Option may, at the discretion of the Optionee, be exercised with respect to the first 50% of the Shares (notwithstanding the Exercise Schedule).

Event. If an Event (as defined in the Plan) shall have occurred, then this Option may, at the discretion of the Optionee, be exercised in full (notwithstanding the Exercise Schedule).

Fundamental Change. At least 10 days prior to a Fundamental Change, the Committee may, but shall not be obligated to declare, and provide written notice to the Optionee of the declaration, that this Option shall be canceled at the time of, or immediately prior to the occurrence of, the Fundamental Change (unless it is exercised prior to the Fundamental Change) in exchange for payment to the Optionee, within ten days after the Fundamental Change, of cash equal to the amount, for each Share covered by the canceled Option, by which the event proceeds per share (as defined below) exceeds the exercise price per Share covered by this Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) at any time at the discr